Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 15, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38993 | ||
Entity Registrant Name | HEALTH CATALYST, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-3337483 | ||
Entity Address, Address Line One | 10897 South River Front Parkway #300 | ||
Entity Address, City or Town | South Jordan | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84095 | ||
City Area Code | 801 | ||
Local Phone Number | 708-6800 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | HCAT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 688.2 | ||
Entity Common Stock, Shares Outstanding | 58,563,005 | ||
Documents Incorporated by Reference | Part III incorporates information by reference from the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, in connection with the registrant’s 2024 Annual Meeting of Stockholders. | ||
Entity Central Index Key | 0001636422 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Salt Lake City, Utah |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 106,276 | $ 116,312 | |
Short-term investments | 211,452 | 247,178 | |
Accounts receivable, net | [1] | 60,290 | 47,970 |
Prepaid expenses and other assets | 15,379 | 16,335 | |
Total current assets | 393,397 | 427,795 | |
Property and equipment, net | 25,712 | 25,928 | |
Operating lease right-of-use assets | 13,927 | 16,658 | |
Intangible assets, net | 73,384 | 92,189 | |
Goodwill | 190,652 | 185,982 | |
Other assets | 4,742 | 3,734 | |
Total assets | 701,814 | 752,286 | |
Current liabilities: | |||
Accounts payable | 6,641 | 4,424 | |
Accrued liabilities | 23,282 | 19,691 | |
Deferred revenue | [1] | 55,753 | 54,961 |
Operating lease liabilities | 3,358 | 3,434 | |
Total current liabilities | 89,034 | 82,510 | |
Convertible senior notes | 228,034 | 226,523 | |
Deferred revenue, net of current portion | 77 | 105 | |
Operating lease liabilities, net of current portion | 17,676 | 18,017 | |
Other liabilities | 74 | 121 | |
Total liabilities | 334,895 | 327,276 | |
Commitments and contingencies (Notes 9 and 16) | |||
Stockholders’ equity: | |||
Preferred stock, $0.001 par value per share; 25,000,000 shares authorized and no shares issued and outstanding as of December 31, 2023 and 2022 | 0 | 0 | |
Common stock, $0.001 par value per share, and additional paid-in capital; 500,000,000 shares authorized as of December 31, 2023 and 2022; 58,295,491 and 55,261,922 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 1,484,056 | 1,424,681 | |
Accumulated deficit | (1,117,170) | (999,023) | |
Accumulated other comprehensive income (loss) | 33 | (648) | |
Total stockholders’ equity | 366,919 | 425,010 | |
Total liabilities and stockholders’ equity | $ 701,814 | $ 752,286 | |
[1]Includes amounts attributable to related party transactions. See Note 18 for further details |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 58,295,491 | 55,261,922 |
Common stock, shares, outstanding (in shares) | 58,295,491 | 55,261,922 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenue: | ||||
Revenue | [1] | $ 295,938 | $ 276,236 | $ 241,926 |
Cost of revenue, excluding depreciation and amortization: | ||||
Total cost of revenue, excluding depreciation and amortization | [1] | 164,105 | 143,049 | 124,354 |
Operating expenses: | ||||
Sales and marketing | 67,321 | 87,514 | 75,027 | |
Research and development | 72,627 | 75,680 | 62,733 | |
General and administrative | 76,559 | 61,701 | 85,934 | |
Depreciation and amortization | 42,223 | 48,297 | 37,528 | |
Total operating expenses | 258,730 | 273,192 | 261,222 | |
Loss from operations | (126,897) | (140,005) | (143,650) | |
Interest and other income (expense), net | 9,106 | (1,678) | (16,458) | |
Loss before income taxes | (117,791) | (141,683) | (160,108) | |
Income tax provision (benefit) | 356 | (4,280) | (6,898) | |
Net loss | $ (118,147) | $ (137,403) | $ (153,210) | |
Net loss per share, basic (in USD per share) | $ (2.09) | $ (2.56) | $ (3.23) | |
Net loss per share, diluted (in USD per share) | $ (2.09) | $ (2.63) | $ (3.23) | |
Weighted-average shares outstanding used in calculating net loss per share, basic (in shares) | 56,418,397 | 53,721,702 | 47,494,768 | |
Weighted-average shares outstanding used in calculating net loss per share, diluted (in shares) | 56,418,397 | 54,079,732 | 47,494,768 | |
Technology | ||||
Revenue: | ||||
Revenue | [1] | $ 187,583 | $ 176,288 | $ 147,718 |
Cost of revenue, excluding depreciation and amortization: | ||||
Total cost of revenue, excluding depreciation and amortization | [1] | 62,474 | 56,642 | 47,516 |
Professional services | ||||
Revenue: | ||||
Revenue | [1] | 108,355 | 99,948 | 94,208 |
Cost of revenue, excluding depreciation and amortization: | ||||
Total cost of revenue, excluding depreciation and amortization | [1] | $ 101,631 | $ 86,407 | $ 76,838 |
[1]Includes amounts attributable to related party transactions. See Note 18 for further details. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (118,147) | $ (137,403) | $ (153,210) |
Other comprehensive gain (loss): | |||
Change in net unrealized gains (losses) on available for sale investments | 662 | (487) | (102) |
Change in foreign currency translation adjustment | 19 | (94) | (26) |
Comprehensive loss | $ (117,466) | $ (137,984) | $ (153,338) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock and Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Accounting standards update [Extensible List] | Accounting Standards Update 2020-06 | |||
Common stock, beginning balance (in shares) at Dec. 31, 2020 | 43,376,848 | |||
Stockholders' equity (deficit), beginning balance at Dec. 31, 2020 | $ 276,099 | $ 1,001,688 | $ (725,650) | $ 61 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Public offering, net of underwriters' discounts and commissions and offering costs (in shares) | 4,882,075 | |||
Public offering, net of underwriters’ discounts and commissions and offering costs | 245,180 | $ 245,180 | ||
Issuance of common stock as acquisition consideration (in shares) | 762,765 | |||
Issuance of common stock as acquisition consideration | 43,104 | $ 43,104 | ||
Issuance of common stock for settlement of contingent consideration (in shares) | 409,029 | |||
Issuance of common stock for settlement of contingent consideration | 20,083 | $ 20,083 | ||
Exercise of stock options (in shares) | 1,738,027 | |||
Exercise of stock options | 20,350 | $ 20,350 | ||
Vesting of restricted stock units and restricted shares (in shares) | 1,316,657 | |||
Vesting of restricted stock units and restricted shares | 2 | $ 2 | ||
Issuance of common stock under ESPP (in shares) | 136,679 | |||
Issuance of common stock under ESPP | 4,837 | $ 4,837 | ||
Stock-based compensation | 65,781 | $ 65,781 | ||
Net loss | (153,210) | (153,210) | ||
Other comprehensive loss | (128) | (128) | ||
Common stock, ending balance (in shares) at Dec. 31, 2021 | 52,622,080 | |||
Stockholders' equity (deficit), ending balance at Dec. 31, 2021 | 522,098 | $ 1,401,025 | (878,860) | (67) |
Stockholders' equity (deficit), ending balance (Accounting Standards Update 2020-06) at Dec. 31, 2021 | (43,973) | $ (61,213) | 17,240 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock as acquisition consideration (in shares) | 113,386 | |||
Issuance of common stock as acquisition consideration | 3,006 | $ 3,006 | ||
Issuance of common stock for settlement of contingent consideration (in shares) | 517,575 | |||
Issuance of common stock for settlement of contingent consideration | 10,052 | $ 10,052 | ||
Exercise of stock options (in shares) | 353,499 | |||
Exercise of stock options | 3,969 | $ 3,969 | ||
Vesting of restricted stock units and restricted shares (in shares) | 2,060,836 | |||
Vesting of restricted stock units and restricted shares | 0 | |||
Issuance of common stock under ESPP (in shares) | 303,685 | |||
Issuance of common stock under ESPP | 3,153 | $ 3,153 | ||
Stock-based compensation | 73,082 | $ 73,082 | ||
Repurchase of common stock (in shares) | (709,139) | |||
Repurchase of common stock | (8,393) | $ (8,393) | ||
Net loss | (137,403) | (137,403) | ||
Other comprehensive loss | $ (581) | (581) | ||
Common stock, ending balance (in shares) at Dec. 31, 2022 | 55,261,922 | 55,261,922 | ||
Stockholders' equity (deficit), ending balance at Dec. 31, 2022 | $ 425,010 | $ 1,424,681 | (999,023) | (648) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock as acquisition consideration | 0 | |||
Issuance of common stock for settlement of contingent consideration | $ 0 | |||
Exercise of stock options (in shares) | 130,710 | 130,710 | ||
Exercise of stock options | $ 950 | $ 950 | ||
Vesting of restricted stock units and restricted shares (in shares) | 2,628,206 | |||
Vesting of restricted stock units and restricted shares | 0 | |||
Issuance of common stock under ESPP (in shares) | 419,680 | |||
Issuance of common stock under ESPP | 3,588 | $ 3,588 | ||
Stock-based compensation | 56,645 | $ 56,645 | ||
Repurchase of common stock (in shares) | (145,027) | |||
Repurchase of common stock | (1,808) | $ (1,808) | ||
Net loss | (118,147) | (118,147) | ||
Other comprehensive loss | $ 681 | 681 | ||
Common stock, ending balance (in shares) at Dec. 31, 2023 | 58,295,491 | 58,295,491 | ||
Stockholders' equity (deficit), ending balance at Dec. 31, 2023 | $ 366,919 | $ 1,484,056 | $ (1,117,170) | $ 33 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net loss | $ (118,147) | $ (137,403) | $ (153,210) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 55,756 | 72,104 | 65,145 |
Depreciation and amortization | 42,223 | 48,297 | 37,528 |
Investment (discount accretion) and premium amortization | (9,720) | (2,236) | 1,202 |
Impairment of long-lived assets | 4,081 | 5,023 | 1,800 |
Non-cash operating lease expense | 2,990 | 3,231 | 3,585 |
Provision for expected credit losses | 1,821 | 691 | 499 |
Amortization of debt discount and issuance costs | 1,511 | 1,500 | 11,948 |
Deferred tax provision (benefit) | 8 | (4,523) | (7,134) |
Change in fair value of contingent consideration liabilities | 0 | (4,668) | 20,036 |
Payment of acquisition-related contingent consideration | 0 | (3,234) | (9,085) |
Other | 67 | (145) | (53) |
Change in operating assets and liabilities: | |||
Accounts receivable | (13,663) | 788 | 102 |
Prepaid expenses and other assets | 164 | (478) | (4,442) |
Accounts payable, accrued liabilities, and other liabilities | 4,868 | (4,702) | 5,202 |
Deferred revenue | (1,487) | (5,997) | 7,637 |
Operating lease liabilities | (3,552) | (3,518) | (3,883) |
Net cash used in operating activities | (33,080) | (35,270) | (23,123) |
Cash flows from investing activities | |||
Proceeds from the sale and maturity of short-term investments | 336,801 | 315,171 | 186,893 |
Purchase of short-term investments | (290,836) | (308,961) | (261,363) |
Capitalization of internal-use software | (11,957) | (12,987) | (6,644) |
Acquisition of businesses, net of cash acquired | (11,392) | (27,846) | (46,763) |
Purchases of property and equipment | (1,236) | (2,167) | (10,450) |
Purchase of intangible assets | (1,118) | (2,260) | (1,373) |
Proceeds from the sale of property and equipment | 31 | 29 | 22 |
Net cash provided by (used in) investing activities | 20,293 | (39,021) | (139,678) |
Cash flows from financing activities | |||
Proceeds from employee stock purchase plan | 3,588 | 3,153 | 4,844 |
Repurchase of common stock | (1,808) | (8,393) | 0 |
Proceeds from exercise of stock options | 950 | 3,969 | 20,350 |
Payments of acquisition-related consideration | 0 | (1,342) | (6,290) |
Proceeds from public offerings, net of discounts, commissions, and offering costs | 0 | 0 | 245,180 |
Net cash provided by (used in) financing activities | 2,730 | (2,613) | 264,084 |
Effect of exchange rate changes on cash and cash equivalents | 21 | (11) | (10) |
Net (decrease) increase in cash and cash equivalents | (10,036) | (76,915) | 101,273 |
Cash and cash equivalents at beginning of period | 116,312 | 193,227 | 91,954 |
Cash and cash equivalents at end of period | 106,276 | 116,312 | 193,227 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 5,750 | 5,750 | 6,360 |
Cash paid for income taxes, net | 266 | 297 | 138 |
Supplemental disclosures of non-cash investing and financing information | |||
Operating lease right-of-use assets obtained in exchange for operating lease obligations | 2,033 | 169 | 0 |
Purchase of intangible assets included in accounts payable and accrued liabilities | 1,310 | 488 | 520 |
Stock-based compensation capitalized as internal-use software | 889 | 976 | 636 |
Capitalized internal-use software included in accounts payable and accrued liabilities | 169 | 448 | 0 |
Purchase of property and equipment included in accounts payable and accrued liabilities | 7 | 213 | 983 |
Common stock issued for settlement of contingent consideration | 0 | 10,052 | 20,083 |
Common stock issued in connection with acquisitions | $ 0 | $ 3,006 | $ 43,104 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Nature of operations Health Catalyst, Inc. (Health Catalyst) was incorporated under the laws of Delaware in September 2011. We are a leading provider of data and analytics technology and services to healthcare organizations. Our Solution comprises our cloud-based data platform, software analytics applications, and professional services expertise. Our clients, which are primarily healthcare providers, use our Solution to manage their data, derive analytical insights to operate their organization, and produce measurable clinical, financial, and operational improvements. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). Principles of consolidation The consolidated financial statements include the accounts of Health Catalyst and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, reserve for expected credit losses, useful lives of property and equipment, capitalization and estimated useful life of internal-use software, impairment assessments of goodwill, intangible assets, and other long-lived assets, fair value of financial instruments, deferred tax assets, stock-based compensation, contingent consideration, the period of benefit for deferred contract acquisition costs, the incremental borrowing rate used for operating leases, and tax uncertainties. Actual results could differ significantly from those estimates. Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker (CODM), who has been identified as our CEO, in assessing performance and making decisions regarding resource allocation. We operate our business in two operating segments that also represent our reportable segments. Our segments are (1) technology and (2) professional services. The CODM uses Adjusted Gross Profit (defined as revenue less cost of revenue that excludes depreciation, amortization, stock-based compensation expense, and certain other operating expenses) as the measure of our profit. Net loss per share Basic net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding. Diluted net loss per share is calculated by giving effect to all potentially dilutive common stock equivalents outstanding for the period, when dilutive, including the effect of shares issuable as acquisition-related contingent consideration. For purposes of this calculation, stock options, restricted stock units (RSUs), performance-based restricted stock units (PRSUs), convertible senior notes, restricted shares, and purchase rights committed under the employee stock purchase plan are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is anti-dilutive. Revenue recognition We derive our revenue primarily from technology subscriptions and professional services. We determine revenue recognition by applying the following steps: • Identification of the contract, or contracts, with a client; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, we satisfy the performance obligation. We recognize revenue net of any taxes collected from clients and subsequently remitted to governmental authorities. Technology revenue Technology revenue primarily consists of subscription fees charged to clients for access to use our technology. We provide clients access to our technology through either an all-access or limited-access, modular subscription. The majority of our subscription arrangements are cloud-based and do not provide clients the right to take possession of the technology or contain a significant penalty if the client were to take possession of the technology. Revenue from cloud-based subscriptions is recognized ratably over the contract term beginning on the date that the service is made available to the client. Our subscription contracts generally have a three Subscriptions that allow the client to take software on-premise without significant penalty are treated as time-based licenses. These arrangements generally include access to technology, access to unspecified future products, and maintenance and support. Revenue for upfront access to our technology library is recognized at a point in time when the technology is made available to the client. Revenue for access to unspecified future products included in time-based license subscriptions is recognized ratably over the contract term beginning on the date that the access is made available to the client. Professional services revenue Professional services revenue primarily includes data and analytics services, domain expertise services, TEMS, and implementation services. Professional services arrangements typically include a fee for making full-time equivalent (FTE) services available to our clients on a monthly basis. FTE services generally consist of a blend of analytic engineers, analysts, and data scientists based on the domain expertise needed to best serve our clients. Professional services are typically considered distinct from the technology offerings and revenue is generally recognized as the service is provided using the “right to invoice” practical expedient. Contracts with multiple performance obligations Many of our contracts include multiple performance obligations. We account for performance obligations separately if they are capable of being distinct within the context of the contract. In these circumstances, the transaction price is allocated to separate performance obligations on a relative standalone selling price basis. We determine standalone selling prices based on the observable price a good or service is sold for separately when available. In cases where standalone selling prices are not directly observable, based on information available, we utilize the expected cost plus a margin, adjusted market assessment, or residual estimation methods. We consider all information available including our overall pricing objectives, market conditions, and other factors, which may include client demographics and the types of users. Standalone selling prices are not directly observable for our all-access and limited-access technology arrangements, which are composed of cloud-based subscriptions, time-based licenses, and perpetual licenses. For these technology arrangements, we generally use the residual estimation method due to a limited number of standalone transactions and/or prices that are highly variable. Variable consideration We have also entered into at-risk and shared savings arrangements with certain clients whereby we receive variable consideration based on the achievement of measurable improvements that may include cost savings or performance against metrics. For these arrangements, we estimate revenue using the most likely amount that we will receive. Estimates are based on our historical experience and best judgment at the time to the extent it is probable that a significant reversal of revenue recognized will not occur. Due to the nature of our arrangements, certain estimates may be constrained until the uncertainty is further resolved. Contract balances Contract assets resulting from services performed prior to invoicing clients are recorded as unbilled accounts receivable and are presented on the consolidated balance sheets in aggregate with accounts receivable. Unbilled accounts receivable generally become billable at contractually specified dates or upon the attainment of contractually defined milestones. As of December 31, 2023, 2022, and 2021, the unbilled accounts receivable included in accounts receivable on our consolidated balance sheets was $4.7 million, $0.9 million and $0.8 million, respectively. We record contract liabilities as deferred revenue when cash payments are received or due in advance of performance. Deferred revenue primarily relates to the advance consideration received from the client. As of December 31, 2023, 2022, and 2021, the total of current and non-current deferred revenue on our consolidated balance sheets was $55.8 million, $55.1 million, and $57.6 million, respectively. Deferred costs We capitalize sales commissions, and associated fringe costs, such as benefits and payroll taxes, paid to direct sales personnel and other incremental costs of obtaining contracts with clients, provided we expect to recover those costs. We determine that costs should be deferred based on our sales compensation plans when the commissions are incremental and would not have occurred absent the client contract. As of December 31, 2023 and 2022, $2.2 million and $1.5 million, respectively, of deferred contract acquisition costs are expected to be amortized within the next 12 months and are included in prepaid expenses and other assets on the consolidated balance sheets. As of December 31, 2023 and 2022, the remaining $3.3 million and $2.6 million, respectively, of deferred contract acquisition costs are included in non-current other assets. Commissions paid upon the initial acquisition of a contract are amortized on a straight-line basis over an estimated period of benefit of four years. Amortization is recognized on a straight-line basis commensurate with the pattern of revenue recognition. The period of benefit was estimated by considering factors such as estimated average client life, the rate of technological change in our subscription service, and the impact of competition in our industry. As our average client life significantly exceeded the rate of change in our technology, we concluded that the rate of change in the technology underlying our subscription service was the most significant factor in determining the period of benefit for which the asset relates. In evaluating the rate of change in our technology, we considered the competition in our industry, our commitment to continuous innovation, and the frequency of product, platform, and technology updates. We determined that the impact of competition in our industry is reflected in the period of benefit through the rate of technological change. Amortization of deferred contract acquisition costs was $2.3 million, $2.1 million, and $1.1 million for the years ended December 31, 2023, 2022, and 2021, respectively, which is included within sales and marketing expense in the consolidated statements of operations. We defer certain costs to fulfill a contract when the costs are expected to be recovered, are directly related to in-process contracts, and enhance resources that will be used in satisfying performance obligations in the future. These deferred fulfillment costs primarily consist of employee compensation incurred as part of the implementation of new contracts. Amortization of deferred fulfillment costs is included within cost of revenue in the consolidated statements of operations. We periodically review these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no impairment losses recorded during the periods presented. Cost of revenue, excluding depreciation and amortization Cost of technology revenue primarily consists of costs associated with hosting and supporting our technology, including third-party cloud computing and hosting costs, license and revenue share fees, contractor costs, and salary and related personnel costs for our cloud services and support teams. Cost of professional services revenue primarily consists of salary and related personnel costs, travel-related costs, and independent contractor costs. Cost of revenue excludes costs related to depreciation and amortization. Cash and cash equivalents We consider all highly liquid investments purchased with a remaining maturity of three months or less at the time of acquisition to be cash equivalents. Short-term investments Our investment policy limits investments to highly-rated instruments. We classify and account for our short-term investments as available for sale securities as we may sell these securities at any time for use in our current operations or for other purposes, even prior to maturity. As a result, we classify our short-term investments, including securities with contractual maturities beyond twelve months, within current assets in the consolidated balance sheets. Accounts receivable Accounts receivable are non-interest bearing and are recorded at the original invoiced amount less an allowance for credit losses based on the probability of future collections. Our allowance is based on our estimate of expected credit losses for outstanding trade accounts receivables and unbilled receivables. We determine expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, client payment patterns, the establishment of specific reserves for clients in an adverse financial condition, and our expectations of changes in macroeconomic conditions, including high interest rates and high inflation, that may impact the collectability of outstanding receivables. We reassess the adequacy of the allowance for credit losses each reporting period. The following table presents a rollforward of the allowance for credit losses (in thousands): Year Ended December 31, 2023 2022 2021 Balance at beginning of period $ 2,300 $ 1,600 $ 1,200 Current period provision for expected credit losses 1,821 691 499 Write-offs, net of recoveries (16) 9 (99) Balance at end of period $ 4,105 $ 2,300 $ 1,600 Property and equipment Property and equipment are stated at historical cost less accumulated depreciation. Repairs and maintenance costs that do not extend the useful life or improve the related assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3-5 years Leasehold improvements Lesser of lease term or estimated useful life Computer software 2-5 years Capitalized internal-use software costs 2-3 years When there are indicators of potential impairment, we evaluate the recoverability of the carrying values by comparing the carrying amount of the applicable asset group to the estimated undiscounted future cash flows expected to be generated by the asset group over the remaining useful life of the primary asset, plus any terminal value, in the asset group. If the carrying amount of the asset group exceeds those estimated future net cash flows, an impairment charge is recognized based on the amount by which the carrying value of the long-lived assets exceeds the fair value of the assets. Intangible assets Intangible assets include developed technologies, client relationships, client contracts, and trademarks that were acquired in business combinations and asset acquisitions. Intangible assets also include the purchase of third-party computer software. The intangible assets are amortized using the straight-line method over the assets’ estimated useful lives. The estimated useful life of each asset category is as follows: Developed technologies 3-10 years Client relationships and contracts 2-7 years Computer software licenses 1-5 years Trademarks 1-5 years Goodwill We record goodwill as the difference between the aggregate consideration paid for a business combination and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill includes the know-how of the assembled workforce, the ability of the workforce to further improve technology and product offerings, client relationships, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations. Goodwill is assessed for impairment annually on October 31 or more frequently if indicators of impairment are present or circumstances suggest that impairment may exist. Our first step in the goodwill impairment test is a qualitative analysis of factors that could be indicators of potential impairment. Judgment in the assessment of qualitative factors of impairment may include changes in business climate, market conditions, or other events impacting the reporting unit. Next, if a quantitative analysis is necessary, we compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. Performing a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit, which requires management to use significant judgment and estimation. The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of the reporting units, as well as the sensitivity of the respective fair values to the underlying significant assumptions. Typical methods to estimate the fair value of reporting units include using the income and market approaches. The significant assumptions used to form the basis of the estimates include, among others, the selection of valuation methodologies, estimates of expected revenue, including revenue growth rates, and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, and the selection of appropriate market comparable companies. Many of these significant assumptions are forward-looking and could be affected by future economic and market conditions. If a quantitative analysis is necessary, we typically engage the assistance of a valuation specialist in concluding on fair value measurements in connection with determining the fair values of our reporting units. If the carrying amount of the reporting unit exceeds its fair value, we would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. There was no impairment of goodwill for the years ended December 31, 2023, 2022, and 2021. Business combinations The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair value on the acquisition date. Any excess consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed is recognized as goodwill. We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination in order to record the tangible and intangible assets acquired and liabilities assumed based on our best estimate of fair value. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. Significant estimation is required in determining the fair value of the client-related intangible assets and technology-related intangible assets. The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of these intangible assets, as well as the sensitivity of the respective fair values to the underlying significant assumptions. We typically use the income approach or cost approach to measure the fair value of intangible assets. The significant assumptions used to form the basis of the estimates included the number of engineer hours required to develop technology, expected revenue including revenue growth rates, rate and timing of obsolescence, royalty rates and earnings before interest, taxes, depreciation and amortization (EBITDA) margin used in the estimate for client relationships, and backlog. Many of these significant assumptions were forward-looking and could be affected by future economic and market conditions. We engage the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of material assets acquired and liabilities assumed in a business combination. For the years ended December 31, 2023, 2022, and 2021, we expensed $3.5 million, $2.3 million and $1.4 million, respectively, of transaction costs associated with business combinations. The costs were expensed as incurred and are included in general and administrative expense in our consolidated statements of operations. Contingent consideration liabilities Our acquisition consideration in business combinations may include an estimate for contingent consideration that will be paid if certain earn-out performance targets are met. The resulting contingent consideration liabilities are categorized as a Level 3 fair value measurement because we estimate projections during the earn-out period utilizing unobservable inputs, including various potential pay-out scenarios based on billings and revenue-related earn-out targets. Changes to the unobservable inputs could have a material impact on our consolidated financial statements. We generally value the expected contingent consideration and the corresponding liabilities using a probability model such as the Monte Carlo method based on estimates of potential payment scenarios. Probabilities are applied to each potential scenario and the resulting values are discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn-out itself, the related projections, projected payment dates, and volatility in the fair value of our common stock. The fair value of the contingent consideration is remeasured each reporting period. The portion of the contingent consideration liabilities that will be settled in shares of our common stock is classified as a component of non-current liabilities in our consolidated balance sheets, while the portion to be paid in cash is classified as a component of current liabilities. Changes to the contingent consideration liabilities are reflected as part of general and administrative expense in our consolidated statements of operations. There were no contingent consideration liabilities outstanding during the year ended December 31, 2023. Advertising costs All advertising costs are expensed as incurred. For the years ended December 31, 2023, 2022, and 2021, we incurred $2.6 million, $5.7 million, and $4.4 million in advertising costs, respectively. Development costs and internal-use software For technology products that are developed to be sold externally, we determined that technological feasibility is reached shortly before the products are ready for general release. Any costs associated with software development between the time technological feasibility is reached and general release are inconsequential. We capitalize certain development costs incurred in connection with our internal-use software. These capitalized costs are primarily related to the software platforms that are hosted by us and accessed by our clients on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred as research and development costs. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life with amortization included in depreciation and amortization expense in our consolidated statements of operations. Stock-based compensation Stock-based awards, including stock options, restricted stock units, performance-based restricted stock units, and restricted shares are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date or, when applicable, the modification date. The grant date fair value of our stock-based awards is typically determined using the market closing price of our common stock on the date of grant; however, we also consider whether any adjustments are required when the market closing price does not reflect certain material non-public information that we know but is unavailable to marketplace participants on the date of grant. We record forfeitures of stock-based awards as the actual forfeitures occur. For awards subject to performance conditions, we record expense when the performance condition becomes probable. Each reporting period, we evaluate the probability of achieving the performance criteria, estimate the number of shares that are expected to vest, and adjust the related compensation expense accordingly. For awards subject to market conditions, we estimate the fair value as of the grant date using a Monte Carlo simulation valuation model which requires the use of various assumptions, including historic stock price volatility and risk-free interest rates as of the valuation date corresponding to the length of time remaining in the performance period. Stock-based compensation expense for awards with market conditions is recognized over the requisite service period using the accelerated attribution method and is not reversed if the market condition is not met. Stock-based compensation expense related to purchase rights issued under the 2019 Health Catalyst Employee Stock Purchase Plan (ESPP) is based on the Black-Scholes option-pricing model fair value of the estimated number of awards as of the beginning of the offering period. Stock-based compensation expense is recognized using the straight-line method over the offering period. The measurement date for non-employee awards is the date of grant. The compensation expense for non-employees is recognized, without changes in the fair value of the award, in the same period and in the same manner as though we had paid cash for the services, which is typically the vesting period of the respective award. Concentrations of credit risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, short-term investments, and accounts receivable. We deposit cash with high credit quality financial institutions which at times may exceed federally insured amounts. We have not experienced any losses on our deposits. We perform ongoing credit evaluations of our clients’ financial condition and require no collateral from clients. We review the expected collectability of accounts receivable and record an allowance for credit losses based on the probability of future collections. There were no clients with more than 10% of total outstanding accounts receivable as of December 31, 2023 and one client that had an accounts receivable balance of 10.5% of total outstanding accounts receivable as of December 31, 2022. There were no clients with revenue as a percentage of total revenue greater than 10% for the years ended December 31, 2023, 2022, and 2021. Restructuring costs We define restructuring costs as expenses directly associated with restructuring activities. Such costs include severance and related tax and benefit expenses from workforce reductions, impairment of discontinued capitalized software projects, and other miscellaneous charges. We record team member-related severance costs when there is a substantive plan in place and the related costs are probable and estimable. For one-time termination benefits for team members (i.e., no substantive plan or future service requirement), the cost is recorded when the terms of the one-time termination benefits are communicated to the impacted team members and the amount can be reasonably estimated. Income taxes Deferred income tax balances are accounted for using the asset and liability method and reflect the effects of temporary differences between the financial reporting and tax bases of our assets and liabilities using enacted tax rates expected to apply when taxes are actually paid or recovered. In addition, deferred tax assets and liabilities are recorded for net operating loss (NOL) and tax credit carryforwards. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized based on all available positive and negative evidence. Such evidence includes, but is not limited to, recent cumulative earnings or losses, expectations of future taxable income by taxing jurisdiction, and the carry-forward periods available for the utilization of deferred tax assets. We use a two-step approach to recognize and measure uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained upon audit. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. We do not currently accrue interest and penalties related to unrecognized tax benefits within the provision for income taxes because the impact would be immaterial due to our net operating losses and tax credit carryforwards. Significant judgment is required to evaluate uncertain tax positions. Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We evaluate our uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit, and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations. We are subject to an income tax requirement whereby certain income earned by foreign subsidiaries, referred to as Global Intangible Low-Taxed Income (GILTI), must be included in our taxable gross income for U.S. federal income tax reporting purposes. GAAP provides for an accounting policy election of either recognizing deferred taxes for temporary differences expected to reverse as GILTI in future years or recognizing such taxes as a current period expense when incurred. We have elected to treat GILTI as a current period expense when incurred. Fair value of financial instruments The carrying amounts reported in the consolidated balance sheets for cash, receivables, accounts payable, and current accrued expenses approximate fair values because of the immediate or short-term maturity of these financial instruments. The carrying value of contingent consideration liabilities, operating lease liabilities, and convertible senior notes approximate fair value based on interest rates available for debt with similar terms at December 31, 2023 and 2022. Money market funds and short-term investments are measured at fair value on a recurring basis. On a quarterly basis we evaluate unrealized losses on our available-for-sale debt securities and the related accrued interest receivables to determine whether a decline in the |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations The business acquisitions discussed below are included in our results of operations from their respective dates of acquisition. 2023 acquisition of Electronic Registry Systems, Inc. On October 2, 2023, we acquired Electronic Registry Systems, Inc. (ERS) , a cloud-based provider of clinical registry development and data management software based in Cincinnati, Ohio. We accounted for the acquisition of ERS as a business combination. ERS provides cancer registry compliance and informatics services to enable customers to achieve their cancer center clinical and business objectives with a goal of improving cancer care for every patient, including through its CRStar platform. The acquisition consideration transferred comprised of net cash consideration of $11.4 million. The purchase resulted in Health Catalyst acquiring 100% ownership in ERS. An additional 175,901 shares of our common stock subject to a restriction agreement (restricted shares) were issued pursuant to the terms of the acquisition agreement. The vesting of these restricted shares was originally subject to eighteen months of continued employment with cliff vesting upon the eighteen The value of these restricted shares is recognized as post-combination stock-based compensation expense on a straight-line basis over the vesting term. D ue to workforce reductions made subsequent to December 31, 2023 as part of the 2023 Restructuring Plan (as defined below), the ERS restricted shares will fully vest in February 2024, resulting in an acceleration of the related stock-based compensation expense. Refer to Note 14-Stock-Based Compensation for additional details related to our stock-based compensation. The following table summarizes the preliminary acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of ERS (in thousands): Assets acquired: Accounts receivable $ 478 Prepaid expenses and other assets 73 Client relationships 5,300 Developed technology 3,100 Trademarks 100 Total assets acquired 9,051 Less liabilities assumed: Accrued and other current liabilities 78 Deferred revenue 2,251 Total liabilities assumed 2,329 Total assets acquired, net 6,722 Goodwill 4,670 Total consideration transferred, net of cash acquired $ 11,392 The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include client relationships, developed technology, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of seven years, four years, and two years, respectively. The resulting goodwill from the ERS acquisition was fully allocated to the technology reporting unit and is deductible for income tax purposes. The preliminary allocation of the consideration transferred is subject to potential adjustments. Balances subject to adjustment are primarily tax-related matters, including the tax basis of acquired assets and liabilities. During the measurement period, we may record adjustments to the provisional amounts recognized in our initial accounting for the acquisition. We expect the allocation of the consideration transferred to be final within the measurement period (up to one year from the acquisition date). There were no measurement period adjustments recorded during the year ended December 31, 2023. Pro forma financial information has not been presented for the ERS acquisition as the impact to our consolidated financial statements was not material. The amount of revenue attributable to the acquired business of ERS was not material to our consolidated statement of operations for year ended December 31, 2023. Income (loss) information for ERS after the acquisition date through December 31, 2023 is not presented as the ERS business was integrated into our operations immediately following the acquisition and is impracticable to quantify. 2022 acquisitions ARMUS Corporation On April 29, 2022, we acquired ARMUS Corporation (ARMUS) , a clinical registry development and data management technology company based in Foster City, California. We accounted for the acquisition of ARMUS as a business combination. ARMUS provides data abstraction, data validation, data management, data submission, and data reporting services to support participation in clinical quality registries for healthcare institutions around the world, including health systems, payers, medical device companies, and premier medical societies. The acquisition consideration transferred was $9.4 million and was comprised of net cash consideration of $9.3 million and Health Catalyst common shares with a fair value of $0.1 million. The purchase resulted in Health Catalyst acquiring 100% ownership in ARMUS. An additional 235,330 shares of our common stock subject to a restriction agreement (restricted shares) were issued pursuant to the terms of the acquisition agreement. The value of these restricted shares is recognized as post-combination stock-based compensation expense on a straight-line basis over the vesting term. Refer to Note 14-Stock-Based Compensation for additional details related to our stock-based compensation. The following table summarizes the preliminary acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of ARMUS (in thousands): Assets acquired: Accounts receivable $ 601 Prepaid expenses and other assets 104 ROU lease asset 169 Developed technologies 4,600 Client relationships 2,200 Trademarks 200 Total assets acquired 7,874 Less liabilities assumed: Accounts payable 119 Accrued and other current liabilities 196 Deferred revenue 2,740 Lease liability 157 Net deferred tax liabilities 933 Total liabilities assumed 4,145 Total assets acquired, net 3,729 Goodwill 5,645 Total consideration transferred, net of cash acquired $ 9,374 The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include developed technology, client relationships, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of four years, six years, and three years, respectively. The resulting goodwill from the ARMUS acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes. In addition to the purchase price, we agreed to make cash retention payments in an aggregate amount of $5.0 million to continuing ARMUS team members. The retention payments are generally subject to vesting based upon continued employment over a required service period of 3 years. Any forfeited retention payments are reallocated to remaining ARMUS team members until the aggregate amount of $5.0 million is fully paid. Such amounts are recorded as post-combination compensation expense and recognized on a straight-line basis over the relevant vesting terms. During the years ended December 31, 2023 and 2022, we recognized compensation expense of $1.4 million and $1.9 million, respectively, related to these retention payments. As of December 31, 2023, there is an additional $1.6 million of unrecognized compensation expense related to these retention payments expected to be recognized over a weighted-average period of 1.3 years. KPI Ninja, Inc. On February 24, 2022, we acquired KPI Ninja, Inc. (KPI Ninja) , a leading provider of interoperability, enterprise analytics, and value-based care solutions based in Lincoln, Nebraska. We accounted for the acquisition of KPI Ninja as a business combination. KPI Ninja is known for its powerful capabilities, flexible configurations, and comprehensive applications designed to fulfill the promise of data-driven healthcare. The acquisition consideration transferred was $21.4 million and was comprised of net cash consideration of $18.5 million and Health Catalyst common shares with a fair value of $2.9 million. The purchase resulted in Health Catalyst acquiring 100% ownership in KPI Ninja. An additional 356,919 shares of our common stock subject to a restriction agreement (restricted shares) were issued pursuant to the terms of the acquisition agreement. The value of these restricted shares is recognized as post-combination stock-based compensation expense on a straight-line basis over the vesting term. Refer to Note 14-Stock-Based Compensation for additional details related to our stock-based compensation. The following table summarizes the preliminary acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of KPI Ninja (in thousands): Assets acquired: Accounts receivable $ 45 Prepaid expenses and other assets 197 Property and equipment, net 15 Developed technologies 13,500 Client relationships 1,100 Trademarks 800 Total assets acquired 15,657 Less liabilities assumed: Accounts payable and other current liabilities 266 Deferred revenue 763 Net deferred tax liabilities 3,600 Total liabilities assumed 4,629 Total assets acquired, net 11,028 Goodwill 10,365 Total consideration transferred, net of cash acquired $ 21,393 The acquired intangible assets were valued utilizing either an income approach or a cost approach as deemed most applicable, and include developed technology, client relationships, and trademarks that will be amortized on a straight-line basis over their estimated useful lives of four years, six years, and five years, respectively. The resulting goodwill from the KPI Ninja acquisition was fully allocated to the technology reporting unit and is not deductible for income tax purposes. In addition to the purchase price, we agreed to make cash retention payments in an aggregate amount of $3.0 million to continuing KPI Ninja team members. The retention payments are subject to vesting based upon continued employment over a required service period of four years. Any forfeited retention payments are reallocated to remaining KPI Ninja team members until the aggregate amount of $3.0 million is fully paid. Such amounts are recorded as post-combination compensation expense and recognized on a straight-line basis over the relevant vesting terms. During the years ended December 31, 2023 and 2022, we recognized compensation expense of $0.9 million and $0.9 million, respectively, related to these retention payments. As of December 31, 2023, there was an additional $1.2 million of unrecognized compensation expense related to these retention payments expected to be recognized over a weighted-average period of 2.2 years. 2021 acquisition of Twistle, Inc. On July 1, 2021, we acquired Twistle, Inc. (Twistle) , a healthcare patient engagement SaaS technology company that, among other things, helps automate patient-centered, personalized, multi-channel communication between care teams and patients that aims to transform the patient experience, drive better care outcomes, and reduce healthcare costs. We accounted for the acquisition of Twistle as a business combination . The acquisition consideration transferred was $91.9 million and was comprised of net cash consideration of $46.7 million , Health Catalyst common shares with a fair value of $43.1 million , and contingent consideration based on certain earn-out performance targets for Twistle during an earn-out period that ended on June 30, 2022, with an initial fair value of $2.1 million . The purchase resulted in Health Catalyst acquiring 100% ownership in Twistle. The earn-out contingent consideration liability was fully settled during the third quarter of 2022 for cash consideration of $1.6 million and the issuance of 439,327 shares of our common stock. An additional 67,939 restricted shares were issued pursuant to the terms of the acquisition agreement. The value of these restricted shares was recognized as post-combination stock-based compensation expense on a straight-line basis over the vesting term. Refer to Note 14-Stock-Based Compensation for additional details related to our stock-based compensation. In connection with the acquisition, we also agreed to make deferred cash retention payments to continuing Twistle team members related to their unvested options previously granted or promised to be granted. The retention payments were subject to quarterly or cliff vesting based on continued employment over a required service period of between 12 and 18 months post-closing. Such amounts were recorded as post-combination compensation expense on a straight-line basis over the relevant vesting terms. These retention payments were fully paid out shortly after December 31, 2022. The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Twistle (in thousands): Assets acquired: Accounts receivable $ 1,106 Prepaid expenses and other assets 98 Property and equipment, net 57 Developed technologies 13,000 Client relationships 23,700 Trademarks 20 Total assets acquired 37,981 Less liabilities assumed: Accounts payable and other current liabilities 161 Deferred revenue 900 Net deferred tax liabilities 7,142 Total liabilities assumed 8,203 Total assets acquired, net 29,778 Goodwill 62,150 Total consideration transferred, net of cash acquired $ 91,928 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of revenue The following table represents Health Catalyst’s revenue disaggregated by type of arrangement (in thousands): Year Ended December 31, 2023 2022 2021 Recurring technology $ 187,226 $ 175,808 $ 147,446 One-time technology (i.e., perpetual license) 357 480 272 Professional services 108,355 99,948 94,208 Total revenue $ 295,938 $ 276,236 $ 241,926 For the years ended December 31, 2023, 2022, and 2021, 98.3%, 98.0%, and 99.2% of revenue, respectively, was related to contracts with clients located in the United States. Deferred revenue includes advance client payments and billings in excess of revenue recognized. For the year ended December 31, 2023, approximately 18% of the revenue recognized was included in deferred revenue at the beginning of the period. Transaction price allocated to the remaining performance obligations Most of our technology and professional services contracts have a three |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets We operate our business in two operating segments that also represent our reporting units. Our reporting units are organized based on our technology and professional services. We have not incurred any goodwill impairment charges. Goodwill by reporting unit is as follows (in thousands): As of December 31, 2023 2022 Technology $ 189,870 $ 185,200 Professional services 782 782 Total goodwill $ 190,652 $ 185,982 As of December 31, 2023, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 103,929 $ (79,057) $ 24,872 Client relationships and contracts 90,064 (45,230) 44,834 Computer software licenses 10,680 (7,933) 2,747 Trademarks 2,820 (1,889) 931 Total intangible assets $ 207,493 $ (134,109) $ 73,384 As of December 31, 2022, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 100,829 $ (61,775) $ 39,054 Client relationships and contracts 84,764 (34,757) 50,007 Computer software licenses 8,791 (6,893) 1,898 Trademarks 2,720 (1,490) 1,230 Total intangible assets $ 197,104 $ (104,915) $ 92,189 Amortization expense of acquired intangible assets for the years ended December 31, 2023, 2022, and 2021 was $29.6 million, $37.2 million, and $32.0 million, respectively. Amortization expense for intangible assets is included in depreciation and amortization in the consolidated statements of operations. We have not incurred any intangible asset impairment charges for the years ended December 31, 2023, 2022, and 2021. The weighted-average remaining amortization period by type of intangible assets as of December 31, 2023 is as follows: Weighted-Average Remaining Amortization Period (years) Developed technologies 2.7 Client relationships and contracts 4.3 Computer software licenses 2.1 Trademarks 2.4 As of December 31, 2023, future amortization expense for finite-lived intangible assets is estimated to be as follows (in thousands): Year Ending December 31, 2024 $ 25,216 2025 18,343 2026 14,491 2027 11,280 2028 2,729 Thereafter 1,325 Total future amortization expense $ 73,384 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): As of December 31, 2023 2022 Computer equipment $ 9,638 $ 10,021 Leasehold improvements 8,814 9,969 Furniture and fixtures 3,735 3,731 Capitalized internal-use software costs 30,771 19,553 Computer software 111 111 Total property and equipment 53,069 43,385 Less: accumulated depreciation (27,357) (17,457) Property and equipment, net $ 25,712 $ 25,928 Our long-lived assets are located in the United States. Depreciation expense for the years ended December 31, 2023, 2022, and 2021 was $12.6 million, $11.1 million, and $5.5 million, respectively. Depreciation expense includes amortization of assets recorded under a capital lease and the amortization of capitalized internal-use software costs. During the years ended December 31, 2023, 2022, and 2021 we impaired $1.2 million, $1.2 million, and $0.5 million, respectively, of leasehold improvements and furniture and fixtures related to the subleased portions of our corporate headquarters. Refer to Note 9-Leases for additional details. During the years ended December 31, 2023 and 2022, we also incurred $0.6 million and $1.2 million, respectively, of impairment related to discontinued capitalized internal-use software projects as part of restructuring. Refer to Note 11-Restructuring Costs for additional details. We capitalized $12.8 million, $14.1 million, and $7.3 million of internal-use software costs for the years ended December 31, 2023, 2022, and 2021, respectively. We incurred $8.5 million, $6.8 million, and $2.4 million of capitalized internal-use software cost amortization expense for the years ended December 31, 2023, 2022, and 2021, respectively. |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | Short-term Investments We classify our short-term investments as available for sale. Available-for-sale securities are recorded on our consolidated balance sheets at fair market value and any unrealized gains or losses are reported as part of other comprehensive gain (loss) on the consolidated statements of comprehensive loss unless unrealized losses are due to credit-related factors and accounted for as part of our provision for expected credit losses. We determine realized gains or losses on the sales of investments through the specific identification method and record such gains or losses as part of interest and other expense, net on the consolidated statements of operations. We did not have any material realized gains or losses on investments during the years ended December 31, 2023, 2022, and 2021. We measure the fair value of investments on a recurring basis. The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis as of December 31, 2023 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds $ 99,779 $ — $ — $ 99,779 $ 99,779 $ — U.S. treasury notes 65,856 68 — 65,924 — 65,924 Commercial paper 85,358 — (18) 85,340 — 85,340 Corporate bonds 43,746 49 — 43,795 — 43,795 U.S. agency securities 16,405 — (12) 16,393 — 16,393 Total $ 311,144 $ 117 $ (30) $ 311,231 $ 99,779 $ 211,452 The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis as of December 31, 2022 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds $ 114,532 $ — $ — $ 114,532 $ 114,532 $ — U.S. treasury notes 63,404 — (427) 62,977 — 62,977 Commercial paper 150,724 2 — 150,726 — 150,726 Corporate bonds 26,235 — (156) 26,079 — 26,079 U.S. agency securities 7,390 6 — 7,396 — 7,396 Total $ 362,285 $ 8 $ (583) $ 361,710 $ 114,532 $ 247,178 The following table presents the contractual maturities of our short-term investments as of December 31, 2023 and December 31, 2022 (in thousands): As of December 31, 2023 As of December 31, 2022 Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ 211,365 $ 211,452 $ 247,753 $ 247,178 Due between one and five years — — — — Total $ 211,365 $ 211,452 $ 247,753 $ 247,178 Accrued interest receivables related to our available-for-sale securities of $0.9 million and $0.6 million as of December 31, 2023 and 2022, respectively, were included within prepaid expenses and other assets on our consolidated balance sheets. We do not intend to sell investments that are in an unrealized loss position and it is not likely that we will be required to sell any investments before recovery of their amortized cost basis. As of December 31, 2023 and 2022, there were no material unrealized losses due to expected credit loss-related factors. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Assets measured at fair value on a recurring basis as of December 31, 2023 were as follows (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 99,779 $ — $ — $ 99,779 U.S. treasury notes 65,924 — — 65,924 Commercial paper — 85,339 — 85,339 Corporate bonds — 43,796 — 43,796 U.S. agency securities — 16,393 — 16,393 Total $ 165,703 $ 145,528 $ — $ 311,231 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 114,532 $ — $ — $ 114,532 U.S. treasury notes 62,977 — — 62,977 Commercial paper — 150,726 — 150,726 Corporate bonds — 26,079 — 26,079 U.S. agency securities — 7,396 — 7,396 Total $ 177,509 $ 184,201 $ — $ 361,710 There were no transfers between Level 1 and Level 2 of the fair value measurement hierarchy during the years ended December 31, 2023 and 2022. Convertible Senior Notes As of December 31, 2023, the estimated fair value of our convertible senior notes, with aggregate principal totaling $230.0 million, was $218.7 million. We estimate the fair value based on quoted market prices in an inactive market on the last trading day of the reporting period (Level 2). These convertible senior notes are recorded at face value less unamortized debt discount and transaction costs on our consolidated balance sheets. Refer to Note 10—Convertible Senior Notes and Credit Facilities for further information. Level 3 fair value measurements Consideration for the acquisition of Healthfinch, Inc. (Healthfinch) included an initial estimate for contingent consideration based on certain revenue-based earn-out performance targets for Healthfinch during an earn-out period that ended on July 31, 2021. The first half of the Healthfinch earn-out contingent consideration liability was settled during 2021 for cash consideration of $1.7 million and the issuance of 78,243 shares of our common stock. The remaining Healthfinch contingent consideration liability was fully settled during the first quarter of 2022 for cash consideration of $1.7 million and the issuance of 78,248 shares of our common stock. The Twistle acquisition consideration included an initial estimate for contingent consideration based on certain revenue-based earn-out performance targets for Twistle during an earn-out period that ended on June 30, 2022. The Twistle contingent consideration was capped at $65.0 million and was paid in a combination of approximately 20% cash and 80% in shares of our common stock. The Twistle contingent consideration liability was fully settled during the third quarter of 2022 for cash consideration of $1.6 million and the issuance of 439,327 shares of our common stock. There were no contingent consideration liabilities related to the acquisitions of KPI Ninja, ARMUS, and ERS and there were no contingent consideration liabilities outstanding during the year ended December 31, 2023. Nonrecurring fair value measurements |
Accrued liabilities
Accrued liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities As of December 31, 2023 and 2022, accrued liabilities consisted of the following (in thousands): As of December 31, 2023 2022 Accrued compensation and benefit expenses $ 11,680 $ 12,180 Restructuring liabilities 2,355 1,837 Other accrued liabilities 9,247 5,674 Total accrued liabilities $ 23,282 $ 19,691 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Operating leases We lease office space under operating leases that expire between 2024 and 2031. The terms of the leases provide for rental payments on a graduated scale, options to renew the leases ( one During the year ended December 31, 2020 we took initial possession of the first 118,207 square feet of our new headquarters in South Jordan, Utah to begin leasehold improvements, which resulted in an initial right-of-use asset and corresponding operating lease liability of $23.8 million, and commencement of operating lease expense. During the year ended December 31, 2023 the leased square footage of our corporate headquarters expanded and we took possession of an additional 9,830 rentable square feet of office space, which resulted in an additional right-of-use asset and corresponding lease liability of $1.5 million. We have the right to sublease all, or a portion, of this leased office space provided that certain terms and conditions are met. We subleased portions of our corporate headquarters to various sublessees with subleases commencing at various dates between 2021 and 2023. As of December 31, 2023, 54,399 rentable square feet of our corporate headquarters was subleased. We classified each sublease as an operating lease. The initial subleases have terms ranging from eighteen months to 8.5 years. As indicators of impairment arise, we have performed recoverability tests of the relevant asset groups, comprised of operating lease right-of-use and other related assets, and in some instances have determined that the carrying value of these asset groups were not fully recoverable. As a result, we measured and recognized total impairment charges of $4.1 million, $3.8 million, and $1.8 million during the years ended December 31, 2023, 2022, and 2021, respectively, representing the amount by which the carrying value exceeded the estimated fair value of these asset groups. The impairment charges were recorded as part of general and administrative expense in our consolidated statements of operations. During the year ended December 31, 2023, $2.9 million of the impairment charge was allocated to the ROU assets and the remaining $1.2 million was allocated to leasehold improvements, while during the year ended December 31, 2022, $2.6 million of the impairment charge was allocated to the ROU asset and the remaining $1.2 million was allocated to leasehold improvements, and during the year ended December 31, 2021, $1.3 million of the impairment charge was allocated to the ROU asset and the remaining $0.5 million was allocated to leasehold improvements and furniture and fixtures. Our operating lease expense for the years ended December 31, 2023, 2022, and 2021, was $3.1 million, $2.6 million, and $3.6 million, respectively. In addition to those amounts, lease expense attributable to short-term leases with terms of 12 months or less for the years ended December 31, 2023, 2022, and 2021, was $0.1 million, $0.1 million, and $0.1 million, respectively. Maturities of lease liabilities under operating leases at December 31, 2023 are as follows (in thousands): Year ending December 31: 2024 $ 3,359 2025 3,313 2026 3,265 2027 3,269 2028 3,272 Thereafter 9,126 Total lease payments 25,604 Less: Imputed interest (4,570) Total lease liability $ 21,034 Supplemental balance sheet information related to leases as of December 31, 2023 and 2022 is as follows (in thousands other than weighted average amounts): As of December 31, 2023 2022 Operating lease right-of-use assets $ 13,927 $ 16,658 Operating lease liabilities, current $ 3,358 $ 3,434 Operating lease liabilities, noncurrent 17,676 18,017 Total operating lease liabilities $ 21,034 $ 21,451 Weighted-average remaining operating lease term (years) 7.9 8.7 Weighted-average operating lease discount rate 5.2 % 5.0 % |
Convertible Senior Notes and Cr
Convertible Senior Notes and Credit Facilities | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes and Credit Facilities | Convertible Senior Notes and Credit Facilities Convertible senior notes On April 14, 2020, we issued $230.0 million in aggregate principal amount of 2.50% Convertible Senior Notes due 2025 (Notes), in a private placement to qualified institutional buyers exempt from registration under the Securities Act (Note Offering). The net proceeds from the issuance of the Notes were approximately $222.5 million, after deducting the initial purchasers’ discounts and offering expenses payable by us. The Notes are governed by an indenture (Indenture) between us, as the issuer, and U.S. Bank National Association, as trustee. The Notes are our senior, unsecured obligations and accrue interest payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020, at a rate of 2.50% per year. The Notes will mature on April 15, 2025, unless earlier converted, redeemed, or repurchased. The Indenture does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by us or any of our subsidiaries. We were not able to redeem the Notes prior to April 20, 2023. On or after April 20, 2023, we may redeem, for cash, all or a portion of the Notes, at our option, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. The Notes have an initial conversion rate of 32.6797 shares of our common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $30.60 per share of our common stock). Following certain corporate events that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate event. Additionally, upon the occurrence of a corporate event that constitutes a “fundamental change” per the Indenture, holders of the Notes may require the Company to repurchase for cash all or a portion of their Notes at a purchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. Holders of the Notes may convert all or any portion of their Notes at any time prior to the close of business on October 14, 2024, in integral multiples of $1,000 principal amount, only under any of the following circumstances: • During any calendar quarter commencing after the calendar quarter ended on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • During the five business day period after any five consecutive trading day period (the measurement period) in which the trading price as defined in the Indenture per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; • If we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or • Upon the occurrence of specified corporate events described in the Indenture. On or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the conversion rate at any time irrespective of the foregoing circumstances. Upon conversion, holders will receive cash, shares of our common stock or a combination of cash and shares of common stock, at our election. As of December 31, 2023, the conditions allowing holders of the Notes to convert were not met and no events that would constitute a fundamental change that would allow the holders of the Notes to require a repurchase have occurred. The Notes are therefore not currently convertible and are classified as long-term debt. The interest expense recognized related to the Notes was as follows (in thousands): As of December 31, 2023 2022 2021 Contractual interest expense $ 5,776 $ 5,739 $ 5,750 Amortization of debt issuance costs and discount (1) 1,511 1,500 11,948 Total $ 7,287 $ 7,239 $ 17,698 _________________________ (1) Amortization of debt issuance costs and discount for the years ended December 31, 2023 and 2022 no longer includes amortization of the debt discount attributable to the conversion premium due to the adoption of ASU 2020-06 using a modified retrospective approach. Refer to Note 1 for more information. Based on the closing price of our common stock of $9.26 on December 31, 2023 , the if-converted value of the Notes was less than their respective principal amounts. Capped Calls On April 8, 2020, concurrently with the pricing of the Notes, we entered into privately negotiated capped call transactions (Base Capped Calls) with certain option counterparties. In addition, in connection with the initial purchasers’ exercise in full of their option to purchase additional Notes, on April 9, 2020, we entered into additional capped call transactions (together with the Base Capped Calls, the Capped Calls) with each of the option counterparties. We used approximately $21.7 million of the net proceeds from the Note Offering to pay the cost of the Capped Calls and allocated issuance costs. The Capped Calls have initial cap prices of $42.00 per share, subject to certain adjustments. The Capped Calls are expected generally to reduce the potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to the cap price. The Capped Calls are separate transactions that we entered into with the option counterparties, and are not part of the terms of the Notes. As the Capped Call transactions are considered indexed to our own stock and are considered equity classified, they were recorded in stockholders’ equity and are not accounted for as derivatives. The cost incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital on our consolidated balance sheets. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs 2023 Restructuring Plan During the quarter and year ended December 31, 2023, our board of directors authorized a reduction of our global workforce as part of a restructuring plan intended to optimize our cost structure and focus our investment of resources in key priority areas to align with strategic changes (2023 Restructuring Plan). As part of the 2023 Restructuring Plan, we significantly reduced headcount throughout both our professional services and technology segments, including among our senior leadership team. The restructuring costs primarily related to severance and other team member costs from workforce reductions and impairment of a discontinued capitalized internal-use software project. The following table summarizes our 2023 Restructuring Plan costs by financial statement line item for the year ended December 31, 2023 (in thousands): Year Ended December 31, 2023 2023 Restructuring Plan Severance and Other Team Member Costs Impairment Charges Total Cost of revenue, excluding depreciation and amortization: Technology $ 484 $ — $ 484 Professional services 1,398 — 1,398 Sales and marketing 1,210 — 1,210 Research and development 2,436 615 3,051 General and administrative 624 — 624 Total $ 6,152 $ 615 $ 6,767 Restructuring liabilities related to the 2023 Restructuring Plan are included as a component of accrued liabilities on our consolidated balance sheets. The following table summarizes our restructuring-related activities, including costs incurred, cash payments, and the resulting liability balances (in thousands): 2023 Restructuring Plan Liability Rollforward Balance as of January 1, 2023 $ — Restructuring costs 6,767 Cash payments (3,797) Adjustments for non-cash items (1) (615) Balance as of December 31, 2023 $ 2,355 ____________________ (1) Non-cash items consist of the impairment of a discontinued capitalized internal-use software project. Our restructuring activities as part of the 2023 Restructuring Plan are expected to continue over the next three 2022 Restructuring Plan During the year ended December 31, 2022, we initiated a restructuring plan (2022 Restructuring Plan) to optimize our cost structure and focus our investment of resources in key priority areas to align with strategic changes. As part of the 2022 Restructuring Plan, we significantly reduced investment in our life sciences business unit, which is generally part of the technology segment, and also reduced headcount throughout the Company, including among our senior leadership team. The restructuring costs primarily related to severance and other team member costs from workforce reductions, impairment of discontinued capitalized internal-use software projects, and other miscellaneous charges. We substantially completed all actions under the 2022 Restructuring Plan in early 2023 and, as of December 31, 2023, the related restructuring liabilities were completely settled through cash outlays made to impacted team members. The following tables summarize our 2022 Restructuring Plan costs by financial statement line item for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Restructuring Plan Severance and Other Team Member Costs Impairment Charges Other (1) Total Cost of revenue, excluding depreciation and amortization: Technology $ 12 $ — $ — $ 12 Professional services 434 — — 434 Sales and marketing 1,190 — 15 1,205 Research and development 286 — — 286 General and administrative 94 — 24 118 Total $ 2,016 $ — $ 39 $ 2,055 ____________________ (1) Includes other miscellaneous charges associated with the 2022 Restructuring Plan. Year Ended December 31, 2022 2022 Restructuring Plan Severance and Other Team Member Costs Impairment Charges Other (1) Total Cost of revenue, excluding depreciation and amortization: Technology $ 195 $ — $ 34 $ 229 Professional services 1,081 — 58 1,139 Sales and marketing 2,215 — 808 3,023 Research and development 1,957 1,225 228 3,410 General and administrative 607 — 17 624 Total $ 6,055 $ 1,225 $ 1,145 $ 8,425 ____________________ (1) Includes other miscellaneous charges associated with the 2022 Restructuring Plan. Restructuring liabilities related to the 2022 Restructuring Plan were included as a component of accrued liabilities on our consolidated balance sheets. The following table summarizes our restructuring-related activities, including costs incurred, cash payments, and the resulting liability balances (in thousands): 2022 Restructuring Plan Liability Rollforward Balance as of January 1, 2022 $ — Severance and other restructuring costs 8,425 Cash payments (4,530) Adjustments for non-cash items (1) (2,058) Balance as of December 31, 2022 $ 1,837 Severance and other restructuring costs 2,055 Cash payments (3,892) Balance as of December 31, 2023 $ — ____________________ (1) |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Preferred stock Our board of directors has the authority, without further action by our stockholders, to issue up to 25,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, and privileges thereof, including voting rights. As of December 31, 2023 and 2022, no shares of this preferred stock were issued and outstanding. Common stock We had 500,000,000 shares of $0.001 par value common stock authorized, of which 58,530,880 and 55,764,942 shares were legally issued and outstanding as of December 31, 2023 and 2022, respectively. The shares legally issued and outstanding as of December 31, 2023 and 2022, included 235,389 and 503,020 shares, respectively, issued pursuant to acquisition agreements, which are subject to a restriction agreement and were unvested, and as such, for accounting purposes they were not considered to be outstanding common stock shares. Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid on our common stock through December 31, 2023. Share repurchase plan On August 2, 2022, our Board of Directors authorized a share repurchase program to repurchase up to $40.0 million of our outstanding shares of common stock (Share Repurchase Plan). During the year ended December 31, 2023, we repurchased and retired 145,027 shares of our common stock for $1.8 million at an average purchase price of $12.45 per share. The total remaining authorization for future shares of common stock repurchases under our Share Repurchase Plan is $29.8 million as of December 31, 2023. Secondary Public Equity Offering In August 2021, we completed an underwritten public offering of 4,882,075 shares (inclusive of the underwriters’ over-allotment option to purchase 636,792 shares) of our common stock at $53.00 per share. We received net proceeds of $245.2 million, after deducting the underwriting discounts and commissions and other offering costs. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Year Ended December 31, 2023 2022 2021 Net loss per share, basic Numerator: Net loss $ (118,147) $ (137,403) $ (153,210) Denominator: Weighted-average number of shares used in calculating net loss per share, basic 56,418,397 53,721,702 47,494,768 Net loss per share, basic $ (2.09) $ (2.56) $ (3.23) Net loss per share, diluted Numerator: Net loss $ (118,147) $ (137,403) $ (153,210) Dilutive change in fair value of shares issuable as contingent consideration — (4,668) — Net loss for diluted calculation $ (118,147) $ (142,071) $ (153,210) Denominator: Weighted-average number of shares used in calculating net loss per share, basic 56,418,397 53,721,702 47,494,768 Dilutive effect of shares issuable as acquisition-related contingent consideration (2) — 358,030 — Weighted-average number of shares used in calculating net loss per share, diluted 56,418,397 54,079,732 47,494,768 Net loss per share, diluted $ (2.09) $ (2.63) $ (3.23) During the years ended December 31, 2023, 2022 and 2021, we incurred net losses and, therefore, the effect of our stock options, restricted stock units, performance-based restricted stock units, convertible senior notes, and restricted shares were not included in the calculation of diluted net loss per share as the effect would be anti-dilutive. The calculation of diluted net loss per share does not include the effect of the following potentially outstanding shares of common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted net loss per share when the effect would have been anti-dilutive: As of December 31, 2023 2022 2021 Common stock options 1,396,452 1,748,306 2,115,484 Restricted stock units 3,111,584 3,292,943 2,273,354 Performance-based restricted stock units 188,533 534,380 319,442 Shares related to convertible senior notes (1) 7,516,331 7,516,331 2,469,624 Shares issuable as acquisition-related contingent consideration (2) — — 87,415 Restricted shares 235,389 503,020 67,939 Total potentially dilutive securities 12,448,289 13,594,980 7,333,258 _________________________ (1) On January 1, 2022, we adopted ASU 2020-06 using the modified retrospective method. Following this adoption, we utilize the if-converted method for our calculation of potentially dilutive shares related to our convertible senior notes. Prior to the adoption, we applied the treasury stock method as we have the intent and ability to settle the principal amount of the convertible senior notes in cash. As such, the adoption of ASU 2020-06 resulted in a significant increase in the potentially dilutive securities disclosed in the table above as of December 31, 2023 and 2022 compared to December 31, 2021. Refer to Note 1 for further details. In connection with the offering of our convertible senior notes, we entered into Capped Calls with initial caps on the conversion price of $42.00 per share, which are excluded from the calculation of diluted earnings per share, as they would be antidilutive. (2) |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In 2011, our board of directors adopted the Health Catalyst, Inc. 2011 Stock Incentive Plan (2011 Plan), which provided for the direct award, sale of shares and granting of RSUs and options for our common stock to our directors, team members, or consultants. In connection with our IPO, our board of directors adopted the 2019 Stock Option and Incentive Plan (2019 Plan). The 2019 Plan provides flexibility to our compensation committee to use various equity-based incentive awards as compensation tools to motivate our workforce, including the grant of incentive and non-statutory stock options, restricted and unrestricted stock, RSUs, and stock appreciation rights to our directors, team members, or consultants. We initially reserved 2,756,607 shares of our common stock (2,500,000 under the 2019 Plan and 256,607 shares under the 2011 Plan that were available immediately prior to the IPO registration date). The 2019 Plan provides that the number of shares reserved available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2020, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. As of January 1, 2023, there were an additional 2,788,247 shares reserved for issuance under the 2019 Plan. As of December 31, 2023, 2022, and 2021, there were 20,717,667, 17,929,420, and 15,294,920 shares authorized for grant, respectively, and 3,831,444, 2,479,622, and 2,969,638 shares available for grant, respectively, under the 2019 Plan and 2011 Plan (collectively, the Stock Incentive Plan). The following two tables summarize our total stock-based compensation expense by award type and where the stock-based compensation expense was recorded in our consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 2021 Options $ 60 $ 2,722 $ 5,276 Restricted stock units (RSUs) 45,108 54,760 40,345 Performance-based restricted stock units (PRSUs) 1,304 5,209 10,944 Employee stock purchase plan 1,731 1,623 1,511 Restricted shares 7,553 7,790 7,069 Total stock-based compensation $ 55,756 $ 72,104 $ 65,145 Year Ended December 31, 2023 2022 2021 Cost of revenue $ 9,235 $ 10,288 $ 10,110 Sales and marketing 20,982 28,082 22,698 Research and development 11,213 12,938 10,213 General and administrative 14,326 20,796 22,124 Total stock-based compensation $ 55,756 $ 72,104 $ 65,145 For the years ended December 31, 2023, 2022, and 2021 we capitalized $0.9 million, $1.0 million, and $0.6 million respectively, of stock-based compensation as internal-use software. Stock options All options were granted with an exercise price determined by the board of directors that was equal to the estimated fair value of our common stock at the date of grant, based on the information known on the date of grant. Subject to certain exceptions defined in the Stock Incentive Plan related to an employee’s termination, options generally expire on the tenth anniversary of the applicable grant date. Our standard stock-based awards vest solely on a service-based condition. For these awards, we recognize stock-based compensation based on the grant date fair value of the awards and recognize that cost using the straight-line method over the requisite service period of the award. Awards that contain both service-based and performance conditions are recognized using the accelerated attribution method once the performance condition is probable of occurring. The service-based condition is generally a service period of four years. The fair value of options, which vest in accordance with service schedules, was estimated on the date of grant or, when applicable, the modification date, using the Black-Scholes option pricing model. We account for forfeitures as they occur. All standard stock options outstanding at December 31, 2023 and 2022 are expected to vest according to their specific schedules. A summary of the share option activity under the Health Catalyst Stock Plan for the year ended December 31, 2023, is as follows: Time-Based Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2023 1,748,306 $ 11.51 4.9 $ 690,493 Options exercised (130,710) 7.27 Options cancelled/expired (221,144) 12.78 Outstanding at December 31, 2023 1,396,452 $ 11.70 4.0 $ 85,565 Vested and expected to vest as of December 31, 2023 1,396,452 $ 11.70 4.0 $ 85,565 Vested and exercisable as of December 31, 2023 1,396,452 $ 11.70 4.0 $ 85,565 There were no stock options granted during the years ended December 31, 2023, 2022, and 2021. The aggregate intrinsic value of stock options exercised was $0.7 million, $3.9 million, and $67.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. The total grant-date fair value of stock options vested during the years ended December 31, 2023, 2022, and 2021 was $0.4 million, $5.2 million, and $6.8 million, respectively. As of December 31, 2023, all of our outstanding stock options were fully vested and there was no longer any related unrecognized compensation expense. Restricted stock units (RSUs) The service-based condition for restricted stock units (RSUs) is generally satisfied over four years with a cliff vesting period of one year and quarterly vesting thereafter. The following table sets forth the outstanding RSUs and related activity for the year ended December 31, 2023: Restricted Stock Units Weighted Average Grant Date Fair Value Unvested and outstanding at January 1, 2023 3,292,943 $ 29.71 RSUs granted 2,557,521 11.77 RSUs vested (1,992,587) 25.77 RSUs forfeited (746,293) 22.72 Unvested and outstanding at December 31, 2023 3,111,584 $ 19.16 During the years ended December 31, 2023, 2022, and 2021, we granted RSUs with a weighted-average grant date fair value of $11.77, $23.53, and $50.83, respectively, which represents the weighted-average closing price of our common stock on the grant date. The total grant date fair value of RSUs vested during the years ended December 31, 2023, 2022, and 2021 was $51.3 million, $59.2 million, and $38.1 million, respectively. As of December 31, 2023, we had $53.2 million of unrecognized stock-based compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of 2.1 years. Performance-based restricted stock units (PRSUs) During the year ended December 31, 2022, we granted PRSUs to all employees that included both service conditions and performance conditions related to company-wide goals for the year ended December 31, 2022. These PRSUs vested to the extent the applicable performance conditions were achieved for the year ended December 31, 2022 and if the individual employee continued to provide services to us through the vesting date of March 1, 2023. The percentage of PRSUs that ultimately vested from the 2022 PRSU grants based on our performance during the year ended December 31, 2022 against the pre-established targets ranged from 0% for named executive officers to approximately 42% for other eligible employees. During fiscal 2022, we also granted additional executive PRSUs based on the same performance conditions described above, but with an extended four-year service condition whereby one quarter of such shares were scheduled to vest on March 1, 2023, and the remainder in quarterly installments thereafter. However, due to the year ended December 31, 2022 pre-established thresholds not being met, 0% of these executive PRSUs granted in 2022 will vest. During the year ended December 31, 2023, certain named executive officers and other leadership team members were granted executive PRSUs with a measurement period of three years that include service conditions, performance conditions, and market conditions. The vesting of these PRSUs will be determined based on market-based targets for total shareholder return (TSR) achievement and financial performance targets for revenue growth rate achievement and Adjusted EBITDA margin achievement. Each of the three market and performance targets are weighted equally and these PRSUs may vest in an amount up to the amount granted, subject to satisfaction of the pre-established targets. The number of PRSUs that will vest for the 2023, 2024, and 2025 vesting periods will be calculated as follows: (i) the market/performance achievement for the applicable vesting period, multiplied by (ii) approximately 33.33% of the PRSUs for each of the 2023, 2024 and 2025 vesting periods, each rounded to the nearest whole share. The fair value of the market-based tranches included in the 2023 executive PRSUs is estimated on the date of grant using the Monte Carlo simulation valuation model with the following assumptions for the year ended December 31, 2023: Year Ended December 31, 2023 Expected volatility 61.7% Expected term (in years) 1-3 Risk-free interest rate 4.38% - 5.01% Expected dividends — The following table sets forth the outstanding PRSUs, including executive PRSUs, and related activity for the year ended December 31, 2023: Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value Unvested and outstanding at January 1, 2023 534,380 $ 25.45 PRSUs granted 226,071 12.42 PRSUs vested (192,093) 25.24 PRSUs forfeited (379,825) 23.98 Unvested and outstanding at December 31, 2023 188,533 $ 12.99 During the years ended December 31, 2023, 2022, and 2021 we granted PRSUs with a weighted-average grant date fair value of $12.42 and $25.46, and $50.24 respectively, which represents the weighted-average closing price of our common stock on the grant date for performance-based tranches and the estimated fair value using a Monte Carlo simulation valuation model for the market-based tranches. The total grant date fair value of PRSUs vested during the years ended December 31, 2023 and 2022 was $4.8 million and $13.0 million, respectively. As of December 31, 2023, we had $1.1 million of unrecognized stock-based compensation expense related to outstanding PRSUs expected to be recognized over a remaining weighted-average period of 1.5 years. Employee stock purchase plan In connection with our IPO in July 2019, our board of directors adopted the ESPP and a total of 750,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares of common stock available for issuance under the ESPP will be increased on the first day of each calendar year beginning January 1, 2020 and each year thereafter until the ESPP terminates. The number of shares of common stock reserved and available for issuance under the ESPP shall be cumulatively increased by the least of (i) 750,000 shares, (ii) one percent of the number of shares of common stock issued and outstanding on the immediately preceding December 31, and (iii) such lesser number of shares of common stock as determined by the ESPP Administrator. As of January 1, 2023, the number of shares of common stock available for issuance under the ESPP increased by 557,649 shares. The ESPP generally provides for six-month offering periods. The offering periods generally start on the first trading day after June 30 and December 31 of each year. The ESPP permits participants to elect to purchase shares of common stock through fixed percentage contributions from eligible compensation during each offering period, not to exceed 15% of the eligible compensation a participant receives during an offering period or accrue at a rate which exceeds $25,000 of the fair value of the stock (determined on the option grant dates(s)) for each calendar year. A participant may purchase the lowest of (i) a number of shares of common stock determined by dividing such participant’s accumulated payroll deductions on the exercise date by the option price, (ii) 2,500 shares; or (iii) such other lesser maximum number of shares as shall have been established by the ESPP Administrator in advance of the offering period. Amounts deducted and accumulated by the participant will be used to purchase shares of common stock at the end of each offering period. The purchase price of the shares will be 85% of the lower of the fair value of common stock on the first trading day of each offering period or on the purchase date. Participants may end their participation at any time during an offering period and will be paid their accumulated contributions that have not been used to purchase shares of common stock. Participation ends automatically upon termination of employment. The fair value of the purchase right for the ESPP option component is estimated on the date of grant using the Black-Scholes model with the following assumptions for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 Expected volatility 54.3%-99.4% 37.5%-75.8% 33.8%-40.4% Expected term (in years) 0.5 0.5 0.5 Risk-free interest rate 4.8%-5.5% 0.2%-2.5% 0.1% Expected dividends — — — Expected volatility estimates were based on the historical volatility of our common stock as of the beginning of each respective offering period. The expected term of the ESPP option component was based on the six-month offering period and the risk-free rate represented the yield on U.S. Treasury bonds with maturity equal to the expected term as of the beginning of each respective offering period. During the year ended December 31, 2023, we issued 419,680 shares under the ESPP, with a weighted-average purchase price per share of $8.55. Total cash proceeds withheld from employees for the purchase of shares under the ESPP in 2023 were $3.6 million. As of December 31, 2023, 1,470,158 shares are reserved for future issuance under the ESPP. Restricted shares As part of the Able Health acquisition that closed on February 21, 2020, 179,392 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was subject to one year of continuous service by the applicable team members. As part of the Vitalware acquisition that closed on September 1, 2020, 203,997 shares of our common stock were issued pursuant to the terms of the acquisition agreement and were considered a stock-based compensation arrangement subject to a restriction agreement. 75% of these restricted shares vested on a monthly basis over a term of approximately one year and the remaining 25% vested on the one year anniversary of the acquisition closing date. As part of the Twistle acquisition that closed on July 1, 2021, 67,939 shares of our common stock were issued pursuant to the terms of the acquisition agreement and were considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was subject to one year or, in some instances, eighteen months of continuous service and the restricted shares were released on the eighteen-month anniversary of the acquisition closing date. As part of the KPI Ninja acquisition that closed on February 24, 2022, 356,919 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares is subject to continuous service with 25% vesting upon each six-month anniversary of the acquisition close date. As part of the ARMUS acquisition that closed on April 29, 2022, 235,330 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was subject to eighteen months of continuous service with cliff vesting upon the eighteen-month anniversary of the acquisition close date. As part of the ERS acquisition that closed on October 2, 2023, 175,901 shares of our common stock were issued pursuant to the terms of the acquisition agreement and are considered a stock-based compensation arrangement subject to a restriction agreement. The vesting of those shares was originally subject to eighteen months of continuous service with cliff vesting upon the eighteen As of December 31, 2023, we had $2.0 million of unrecognized stock-based compensation expense related to outstanding restricted shares expected to be fully recognized during the first quarter of 2024. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the years ended December 31, 2023, 2022, and 2021, the income tax benefit consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current taxes: Federal $ — $ — $ — Foreign 204 43 27 State 144 200 209 Total current tax provision 348 243 236 Deferred taxes: Federal 8 (3,723) (5,975) Foreign (1) (1) — State 1 (799) (1,159) Total deferred provision (benefit) 8 (4,523) (7,134) Total income tax provision (benefit) $ 356 $ (4,280) $ (6,898) A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2023 2022 2021 Tax at U.S. statutory rates 21.0 % 21.0 % 21.0 % State income tax, net of federal tax effect (0.1) 0.5 0.6 Federal research and development credits — (0.1) 2.4 Stock-based compensation (7.0) (7.1) 6.1 Contingent consideration — 0.9 (2.7) Change in valuation allowance (14.0) (11.7) (22.9) Other, net (0.2) (0.5) (0.2) Effective income tax rate (0.3) % 3.0 % 4.3 % The income tax provision of $0.4 million for the year ended December 31, 2023 consists of current and deferred taxes for U.S. federal, state, and foreign income taxes. The income tax benefit of $4.3 million and $6.9 million recorded for the years ended December 31, 2022 and 2021, respectively, is primarily related to the discrete deferred tax benefits attributable to the release of a portion of the domestic valuation allowance during the respective periods. The release of valuation allowance is attributable to the acquisitions of KPI Ninja and ARMUS in 2022 and Twistle in 2021, which resulted in deferred tax liabilities that, upon acquisition, allowed us to recognize certain deferred tax assets of $4.5 million and $7.1 million, respectively. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Deferred income tax assets: Net operating loss carryforwards $ 154,938 $ 151,256 Research and development credits 27,273 27,283 Code 174 capitalized research and development 30,745 16,564 Operating lease liabilities 5,345 5,453 Interest limitation carryforward 3,167 6,204 Stock-based compensation 1,653 3,363 Deferred revenue 722 377 Property and equipment 1,683 1,234 Intangible assets 4,946 1,299 Accrued expenses 1,968 542 Allowance for bad debt 1,028 577 Other 118 117 Total deferred income tax assets 233,586 214,269 Valuation allowance (226,267) (206,022) Net deferred income tax assets 7,319 8,247 Deferred income tax liabilities: Convertible debt (33) (27) Operating lease right-of-use assets (3,493) (4,183) Prepaid expenses (2,470) (3,034) Deferred commissions (1,323) (1,002) Indefinite-lived intangible assets (73) (65) Deferred contract costs — (1) Total deferred income tax liabilities (7,392) (8,312) Net deferred income tax liabilities $ (73) $ (65) We account for deferred taxes under ASC 740, Income Taxes , which requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the ASC 740 more-likely-than-not realization threshold criterion. This assessment considers matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, legislative developments, and results of recent operations. The evaluation of the recoverability of the deferred tax assets requires that we weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. We have provided a valuation allowance for our net deferred tax assets, absent differences related to intangible assets with indefinite lives, at December 31, 2023 and 2022, due to the uncertainty surrounding the future realization of such assets and the cumulative losses we have generated. Therefore, no benefit has been recognized in the financial statements for the net operating loss carryforwards and other deferred tax assets, apart from an immaterial deferred tax liability as noted previously. The net deferred income tax liability balance is recorded under Other Liabilities on the consolidated balance sheets. During the years ended December 31, 2023 and 2022, respectively, the valuation allowance increased by $20.2 million and $45.5 million, respectively. As of December 31, 2023, we had approximately $602.6 million of consolidated federal net operating loss carryforwards and $505.5 million of apportioned state net operating loss carryforwards available to offset future taxable income, respectively. If unused, the federal and state net operating loss carryforwards will begin to expire in 2032 and 2024, respectively. We have federal research and development credit carryforwards of $25.5 million and state research and development credit carryforwards of $10.9 million, which if not utilized will begin to expire in 2032 and 2025, respectively. To the extent we do not utilize our carryforwards within the applicable statutory carryforward periods, either because of ownership changes and limitations under Code Sections 382 and 383 and similar state laws or the lack of sufficient taxable income, the carryforwards will expire unused. Utilization of net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Code, and similar state provisions. The Company most recently performed a detailed analysis in December 2021 to determine whether an ownership change under Section 382 of the Code had occurred or will occur. Due to pre-acquisition changes in ownership identified as part of the most recent Section 382 analysis, net operating loss carryforwards of $2.0 million will be permanently lost pursuant to Section 382, as well as federal research and development tax credit carryforwards $0.6 million will be permanently lost pursuant to Section 383. It is possible that additional limitations may arise in future years due to future changes in the ownership of the Company. We file federal and state income tax returns in jurisdictions with varying statutes of limitations. With few exceptions, we are no longer subject to federal or state income tax examinations by tax authorities for tax years prior to 2020 and 2019, respectively. We recognize tax benefits from uncertain tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2023, 2022, and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Beginning balance $ 6,821 $ 6,848 $ 5,578 Decrease in unrecognized tax benefits taken in prior years (3) (27) (122) Increase in unrecognized tax benefits related to the current year — — 1,392 Ending balance $ 6,818 $ 6,821 $ 6,848 The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is zero due to the valuation allowance. We do not anticipate material changes in the total amount of our unrecognized tax benefits within 12 months of the reporting date. Our policy is to accrue interest and penalties related to unrecognized tax benefits within the provision for income taxes. However, as of December 31, 2023 and 2022, we have not accrued interest and penalties because we have net operating loss carryforwards. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. We are involved in legal proceedings from time to time that arise in the normal course of business. In the opinion of management, such routine claims and lawsuits are not significant, and we do not expect them to have a material adverse effect on our business, financial condition, results of operations, or liquidity, except as noted below. We were party to the proceedings set forth below. |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Performance Obligations | Revenue Disaggregation of revenue The following table represents Health Catalyst’s revenue disaggregated by type of arrangement (in thousands): Year Ended December 31, 2023 2022 2021 Recurring technology $ 187,226 $ 175,808 $ 147,446 One-time technology (i.e., perpetual license) 357 480 272 Professional services 108,355 99,948 94,208 Total revenue $ 295,938 $ 276,236 $ 241,926 For the years ended December 31, 2023, 2022, and 2021, 98.3%, 98.0%, and 99.2% of revenue, respectively, was related to contracts with clients located in the United States. Deferred revenue includes advance client payments and billings in excess of revenue recognized. For the year ended December 31, 2023, approximately 18% of the revenue recognized was included in deferred revenue at the beginning of the period. Transaction price allocated to the remaining performance obligations Most of our technology and professional services contracts have a three |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties We have entered into arrangements with a client, Carle Health, and a member of the client’s executive leadership team began serving on our board of directors effective July 1, 2023 and currently serves on our board of directors. We recognized revenue from this related party of $8.1 million after the related party relationship commenced during the year ended December 31, 2023. As of December 31, 2023, we had receivables from this related party of $1.9 million and deferred revenue with this related party of $0.1 million. In the past, we also entered into arrangements with another client, Mass General Brigham (formerly Partners Healthcare), where, at that time, a member of the client’s management was a member of our board of directors. This former director served on our board from January 2018 to May 2021. He resigned from his executive position with our client on March 31, 2021. As such, we no longer consider this client to be a related party subsequent to March 31, 2021. We recognized $0.9 million of revenue from this client prior to the related party relationship ending during the year ended December 31, 2021. We have revenue arrangements with clients that were also our investors. None of these clients hold a significant amount of ownership in our equity interests. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We have a 401(k) defined contribution plan covering eligible employees. Our contributions were $5.7 million, $4.9 million, and $3.8 million for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023 and 2022, we matched 100% of the first 4% of an employees’ 401(k) plan contributions. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segments | Segments We operate our business in two operating segments that also represent our reportable segments. Our business is organized based on our technology offerings and professional services. Accordingly, our segments are: • Technology - Our technology segment (Technology) includes our data platform, analytics applications and support services and generates revenues primarily from contracts that are cloud-based subscription arrangements, time-based license arrangements, and maintenance and support fees; and • Professional Services - Our professional services segment (Professional Services) is generally the combination of analytics, implementation, strategic advisory, outsource, and improvement services to deliver expertise to our clients to more fully configure and utilize the benefits of our Technology offerings. Revenues and cost of revenues generally are directly attributed to our segments. All segment revenues are from our external clients. Asset and other balance sheet information at the segment level is not reported to our CODM. Segment revenue and Adjusted Gross Profit for the years ended December 31, 2023, 2022, and 2021 were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Revenue: Technology $ 187,583 $ 176,288 $ 147,718 Professional Services 108,355 99,948 94,208 Total $ 295,938 $ 276,236 $ 241,926 Year Ended December 31, 2023 2022 2021 Adjusted Gross Profit: Technology $ 127,744 $ 122,284 $ 102,326 Professional Services 16,316 23,565 25,544 Total reportable segments Adjusted Gross Profit 144,060 145,849 127,870 Less Adjusted Gross Profit reconciling items: Stock-based compensation (9,235) (10,288) (10,110) Acquisition-related costs, net (1) (664) (1,006) (188) Restructuring costs (2,328) (1,368) — Less other reconciling items: Sales and marketing (67,321) (87,514) (75,027) Research and development (72,627) (75,680) (62,733) General and administrative (76,559) (61,701) (85,934) Depreciation and amortization (42,223) (48,297) (37,528) Interest and other income (expense), net 9,106 (1,678) (16,458) Loss before income taxes $ (117,791) $ (141,683) $ (160,108) ____________________ (1) |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of Health Catalyst and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, reserve for expected credit losses, useful lives of property and equipment, capitalization and estimated useful life of internal-use software, impairment assessments of goodwill, intangible assets, and other long-lived assets, fair value of financial instruments, deferred tax assets, stock-based compensation, contingent consideration, the period of benefit for deferred contract acquisition costs, the incremental borrowing rate used for operating leases, and tax uncertainties. Actual results could differ significantly from those estimates. |
Segment reporting | Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker (CODM), who has been identified as our CEO, in assessing performance and making decisions regarding resource allocation. We operate our business in two operating segments that also represent our reportable segments. Our segments are (1) technology and (2) professional services. The CODM uses Adjusted Gross Profit (defined as revenue less cost of revenue that excludes depreciation, amortization, stock-based compensation expense, and certain other operating expenses) as the measure of our profit. |
Net loss per share | Net loss per share Basic net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding. Diluted net loss per share is calculated by giving effect to all potentially dilutive common stock equivalents outstanding for the period, when dilutive, including the effect of shares issuable as acquisition-related contingent consideration. For purposes of this calculation, stock options, restricted stock units (RSUs), performance-based restricted stock units (PRSUs), convertible senior notes, restricted shares, and purchase rights committed under the employee stock purchase plan are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is anti-dilutive. |
Revenue recognition | Revenue recognition We derive our revenue primarily from technology subscriptions and professional services. We determine revenue recognition by applying the following steps: • Identification of the contract, or contracts, with a client; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, we satisfy the performance obligation. We recognize revenue net of any taxes collected from clients and subsequently remitted to governmental authorities. Technology revenue Technology revenue primarily consists of subscription fees charged to clients for access to use our technology. We provide clients access to our technology through either an all-access or limited-access, modular subscription. The majority of our subscription arrangements are cloud-based and do not provide clients the right to take possession of the technology or contain a significant penalty if the client were to take possession of the technology. Revenue from cloud-based subscriptions is recognized ratably over the contract term beginning on the date that the service is made available to the client. Our subscription contracts generally have a three Subscriptions that allow the client to take software on-premise without significant penalty are treated as time-based licenses. These arrangements generally include access to technology, access to unspecified future products, and maintenance and support. Revenue for upfront access to our technology library is recognized at a point in time when the technology is made available to the client. Revenue for access to unspecified future products included in time-based license subscriptions is recognized ratably over the contract term beginning on the date that the access is made available to the client. Professional services revenue Professional services revenue primarily includes data and analytics services, domain expertise services, TEMS, and implementation services. Professional services arrangements typically include a fee for making full-time equivalent (FTE) services available to our clients on a monthly basis. FTE services generally consist of a blend of analytic engineers, analysts, and data scientists based on the domain expertise needed to best serve our clients. Professional services are typically considered distinct from the technology offerings and revenue is generally recognized as the service is provided using the “right to invoice” practical expedient. Contracts with multiple performance obligations Many of our contracts include multiple performance obligations. We account for performance obligations separately if they are capable of being distinct within the context of the contract. In these circumstances, the transaction price is allocated to separate performance obligations on a relative standalone selling price basis. We determine standalone selling prices based on the observable price a good or service is sold for separately when available. In cases where standalone selling prices are not directly observable, based on information available, we utilize the expected cost plus a margin, adjusted market assessment, or residual estimation methods. We consider all information available including our overall pricing objectives, market conditions, and other factors, which may include client demographics and the types of users. Standalone selling prices are not directly observable for our all-access and limited-access technology arrangements, which are composed of cloud-based subscriptions, time-based licenses, and perpetual licenses. For these technology arrangements, we generally use the residual estimation method due to a limited number of standalone transactions and/or prices that are highly variable. Variable consideration We have also entered into at-risk and shared savings arrangements with certain clients whereby we receive variable consideration based on the achievement of measurable improvements that may include cost savings or performance against metrics. For these arrangements, we estimate revenue using the most likely amount that we will receive. Estimates are based on our historical experience and best judgment at the time to the extent it is probable that a significant reversal of revenue recognized will not occur. Due to the nature of our arrangements, certain estimates may be constrained until the uncertainty is further resolved. Contract balances Contract assets resulting from services performed prior to invoicing clients are recorded as unbilled accounts receivable and are presented on the consolidated balance sheets in aggregate with accounts receivable. Unbilled accounts receivable generally become billable at contractually specified dates or upon the attainment of contractually defined milestones. As of December 31, 2023, 2022, and 2021, the unbilled accounts receivable included in accounts receivable on our consolidated balance sheets was $4.7 million, $0.9 million and $0.8 million, respectively. We record contract liabilities as deferred revenue when cash payments are received or due in advance of performance. Deferred revenue primarily relates to the advance consideration received from the client. As of December 31, 2023, 2022, and 2021, the total of current and non-current deferred revenue on our consolidated balance sheets was $55.8 million, $55.1 million, and $57.6 million, respectively. Deferred costs We capitalize sales commissions, and associated fringe costs, such as benefits and payroll taxes, paid to direct sales personnel and other incremental costs of obtaining contracts with clients, provided we expect to recover those costs. We determine that costs should be deferred based on our sales compensation plans when the commissions are incremental and would not have occurred absent the client contract. As of December 31, 2023 and 2022, $2.2 million and $1.5 million, respectively, of deferred contract acquisition costs are expected to be amortized within the next 12 months and are included in prepaid expenses and other assets on the consolidated balance sheets. As of December 31, 2023 and 2022, the remaining $3.3 million and $2.6 million, respectively, of deferred contract acquisition costs are included in non-current other assets. Commissions paid upon the initial acquisition of a contract are amortized on a straight-line basis over an estimated period of benefit of four years. Amortization is recognized on a straight-line basis commensurate with the pattern of revenue recognition. The period of benefit was estimated by considering factors such as estimated average client life, the rate of technological change in our subscription service, and the impact of competition in our industry. As our average client life significantly exceeded the rate of change in our technology, we concluded that the rate of change in the technology underlying our subscription service was the most significant factor in determining the period of benefit for which the asset relates. In evaluating the rate of change in our technology, we considered the competition in our industry, our commitment to continuous innovation, and the frequency of product, platform, and technology updates. We determined that the impact of competition in our industry is reflected in the period of benefit through the rate of technological change. Amortization of deferred contract acquisition costs was $2.3 million, $2.1 million, and $1.1 million for the years ended December 31, 2023, 2022, and 2021, respectively, which is included within sales and marketing expense in the consolidated statements of operations. We defer certain costs to fulfill a contract when the costs are expected to be recovered, are directly related to in-process contracts, and enhance resources that will be used in satisfying performance obligations in the future. These deferred fulfillment costs primarily consist of employee compensation incurred as part of the implementation of new contracts. Amortization of deferred fulfillment costs is included within cost of revenue in the consolidated statements of operations. We periodically review these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no impairment losses recorded during the periods presented. Cost of revenue, excluding depreciation and amortization Cost of technology revenue primarily consists of costs associated with hosting and supporting our technology, including third-party cloud computing and hosting costs, license and revenue share fees, contractor costs, and salary and related personnel costs for our cloud services and support teams. Cost of professional services revenue primarily consists of salary and related personnel costs, travel-related costs, and independent contractor costs. Cost of revenue excludes costs related to depreciation and amortization. |
Cash and cash equivalents | Cash and cash equivalents We consider all highly liquid investments purchased with a remaining maturity of three months or less at the time of acquisition to be cash equivalents. |
Short-term investments | Short-term investments Our investment policy limits investments to highly-rated instruments. We classify and account for our short-term investments as available for sale securities as we may sell these securities at any time for use in our current operations or for other purposes, even prior to maturity. As a result, we classify our short-term investments, including securities with contractual maturities beyond twelve months, within current assets in the consolidated balance sheets. |
Accounts receivable | Accounts receivable |
Property and Equipment | Property and equipment Property and equipment are stated at historical cost less accumulated depreciation. Repairs and maintenance costs that do not extend the useful life or improve the related assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3-5 years Leasehold improvements Lesser of lease term or estimated useful life Computer software 2-5 years Capitalized internal-use software costs 2-3 years |
Intangible assets | Intangible assets Intangible assets include developed technologies, client relationships, client contracts, and trademarks that were acquired in business combinations and asset acquisitions. Intangible assets also include the purchase of third-party computer software. The intangible assets are amortized using the straight-line method over the assets’ estimated useful lives. The estimated useful life of each asset category is as follows: Developed technologies 3-10 years Client relationships and contracts 2-7 years Computer software licenses 1-5 years Trademarks 1-5 years |
Goodwill | Goodwill We record goodwill as the difference between the aggregate consideration paid for a business combination and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill includes the know-how of the assembled workforce, the ability of the workforce to further improve technology and product offerings, client relationships, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations. Goodwill is assessed for impairment annually on October 31 or more frequently if indicators of impairment are present or circumstances suggest that impairment may exist. Our first step in the goodwill impairment test is a qualitative analysis of factors that could be indicators of potential impairment. Judgment in the assessment of qualitative factors of impairment may include changes in business climate, market conditions, or other events impacting the reporting unit. Next, if a quantitative analysis is necessary, we compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired. Performing a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit, which requires management to use significant judgment and estimation. The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of the reporting units, as well as the sensitivity of the respective fair values to the underlying significant assumptions. Typical methods to estimate the fair value of reporting units include using the income and market approaches. The significant assumptions used to form the basis of the estimates include, among others, the selection of valuation methodologies, estimates of expected revenue, including revenue growth rates, and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, and the selection of appropriate market comparable companies. Many of these significant assumptions are forward-looking and could be affected by future economic and market conditions. If a quantitative analysis is necessary, we typically engage the assistance of a valuation specialist in concluding on fair value measurements in connection with determining the fair values of our reporting units. |
Business combinations | Business combinations The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair value on the acquisition date. Any excess consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed is recognized as goodwill. We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination in order to record the tangible and intangible assets acquired and liabilities assumed based on our best estimate of fair value. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. Significant estimation is required in determining the fair value of the client-related intangible assets and technology-related intangible assets. The significant estimation is primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of these intangible assets, as well as the sensitivity of the respective fair values to the underlying significant assumptions. We typically use the income approach or cost approach to measure the fair value of intangible assets. The significant assumptions used to form the basis of the estimates included the number of engineer hours required to develop technology, expected revenue including revenue growth rates, rate and timing of obsolescence, royalty rates and earnings before interest, taxes, depreciation and amortization (EBITDA) margin used in the estimate for client relationships, and backlog. Many of these significant assumptions were forward-looking and could be affected by future economic and market conditions. We engage the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of material assets acquired and liabilities assumed in a business combination. |
Contingent consideration liabilities | Contingent consideration liabilities Our acquisition consideration in business combinations may include an estimate for contingent consideration that will be paid if certain earn-out performance targets are met. The resulting contingent consideration liabilities are categorized as a Level 3 fair value measurement because we estimate projections during the earn-out period utilizing unobservable inputs, including various potential pay-out scenarios based on billings and revenue-related earn-out targets. Changes to the unobservable inputs could have a material impact on our consolidated financial statements. We generally value the expected contingent consideration and the corresponding liabilities using a probability model such as the Monte Carlo method based on estimates of potential payment scenarios. Probabilities are applied to each potential scenario and the resulting values are discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn-out itself, the related projections, projected payment dates, and volatility in the fair value of our common stock. The fair value of the contingent consideration is remeasured each reporting period. The portion of the contingent consideration liabilities that will be settled in shares of our common stock is classified as a component of non-current liabilities in our consolidated balance sheets, while the portion to be paid in cash is classified as a component of current liabilities. Changes to the contingent consideration liabilities are reflected as part of general and administrative expense in our consolidated statements of operations. There were no contingent consideration liabilities outstanding during the year ended December 31, 2023. |
Advertising costs | Advertising costs |
Development cost and internal-use software | Development costs and internal-use software For technology products that are developed to be sold externally, we determined that technological feasibility is reached shortly before the products are ready for general release. Any costs associated with software development between the time technological feasibility is reached and general release are inconsequential. We capitalize certain development costs incurred in connection with our internal-use software. These capitalized costs are primarily related to the software platforms that are hosted by us and accessed by our clients on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred as research and development costs. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are recorded as part of property and equipment. Maintenance and training costs are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life with amortization included in depreciation and amortization expense in our consolidated statements of operations. |
Stock-based compensation | Stock-based compensation Stock-based awards, including stock options, restricted stock units, performance-based restricted stock units, and restricted shares are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date or, when applicable, the modification date. The grant date fair value of our stock-based awards is typically determined using the market closing price of our common stock on the date of grant; however, we also consider whether any adjustments are required when the market closing price does not reflect certain material non-public information that we know but is unavailable to marketplace participants on the date of grant. We record forfeitures of stock-based awards as the actual forfeitures occur. For awards subject to performance conditions, we record expense when the performance condition becomes probable. Each reporting period, we evaluate the probability of achieving the performance criteria, estimate the number of shares that are expected to vest, and adjust the related compensation expense accordingly. For awards subject to market conditions, we estimate the fair value as of the grant date using a Monte Carlo simulation valuation model which requires the use of various assumptions, including historic stock price volatility and risk-free interest rates as of the valuation date corresponding to the length of time remaining in the performance period. Stock-based compensation expense for awards with market conditions is recognized over the requisite service period using the accelerated attribution method and is not reversed if the market condition is not met. Stock-based compensation expense related to purchase rights issued under the 2019 Health Catalyst Employee Stock Purchase Plan (ESPP) is based on the Black-Scholes option-pricing model fair value of the estimated number of awards as of the beginning of the offering period. Stock-based compensation expense is recognized using the straight-line method over the offering period. The measurement date for non-employee awards is the date of grant. The compensation expense for non-employees is recognized, without changes in the fair value of the award, in the same period and in the same manner as though we had paid cash for the services, which is typically the vesting period of the respective award. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, short-term investments, and accounts receivable. We deposit cash with high credit quality financial institutions which at times may exceed federally insured amounts. We have not experienced any losses on our deposits. |
Restructuring costs | Restructuring costs |
Income taxes | Income taxes Deferred income tax balances are accounted for using the asset and liability method and reflect the effects of temporary differences between the financial reporting and tax bases of our assets and liabilities using enacted tax rates expected to apply when taxes are actually paid or recovered. In addition, deferred tax assets and liabilities are recorded for net operating loss (NOL) and tax credit carryforwards. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized based on all available positive and negative evidence. Such evidence includes, but is not limited to, recent cumulative earnings or losses, expectations of future taxable income by taxing jurisdiction, and the carry-forward periods available for the utilization of deferred tax assets. We use a two-step approach to recognize and measure uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained upon audit. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. We do not currently accrue interest and penalties related to unrecognized tax benefits within the provision for income taxes because the impact would be immaterial due to our net operating losses and tax credit carryforwards. Significant judgment is required to evaluate uncertain tax positions. Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We evaluate our uncertain tax positions on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit, and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations. We are subject to an income tax requirement whereby certain income earned by foreign subsidiaries, referred to as Global Intangible Low-Taxed Income (GILTI), must be included in our taxable gross income for U.S. federal income tax reporting purposes. GAAP provides for an accounting policy election of either recognizing deferred taxes for temporary differences expected to reverse as GILTI in future years or recognizing such taxes as a current period expense when incurred. We have elected to treat GILTI as a current period expense when incurred. |
Fair value of financial instruments | Fair value of financial instruments The carrying amounts reported in the consolidated balance sheets for cash, receivables, accounts payable, and current accrued expenses approximate fair values because of the immediate or short-term maturity of these financial instruments. The carrying value of contingent consideration liabilities, operating lease liabilities, and convertible senior notes approximate fair value based on interest rates available for debt with similar terms at December 31, 2023 and 2022. Money market funds and short-term investments are measured at fair value on a recurring basis. On a quarterly basis we evaluate unrealized losses on our available-for-sale debt securities and the related accrued interest receivables to determine whether a decline in the fair value below the amortized cost basis is due to credit-related factors or noncredit-related factors. Contingent consideration liabilities are measured at fair value on a recurring basis based primarily on significant inputs not observable in the market. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1- Quoted prices in active markets for identical assets or liabilities. • Level 2- Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3- Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. All of our financial instruments are valued using quoted prices in active markets or based on other observable inputs. For Level 2 securities, we use a third-party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application, and corroborative information. Our contingent consideration liabilities are categorized as a Level 3 fair value measurement because we estimate projections during the earn out period utilizing various potential pay-out scenarios. |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, operating lease liabilities, and operating lease liabilities, net of current portion in our consolidated balance sheets. We have adopted the short-term lease recognition exemption policy. All of our leasing commitments are classified either as operating leases or otherwise qualify as short-term leases with lease terms of 12 months or less. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our lease contracts do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease executory costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise the applicable option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not have lease agreements that contain non-lease components, which generally would be accounted for separately. |
Foreign currency | Foreign currency The functional currency of our international subsidiaries is generally their local currency. We translate these subsidiaries’ financial statements into U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. We record translation gains and losses in accumulated other comprehensive loss in stockholders’ equity. We record foreign exchange gains and losses in interest and other expense, net. Our net foreign exchange gains and losses were not material for the periods presented. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) . This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the CODM and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) . The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is permitted. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2025. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Allowance For Accounts Receivable | We reassess the adequacy of the allowance for credit losses each reporting period. The following table presents a rollforward of the allowance for credit losses (in thousands): Year Ended December 31, 2023 2022 2021 Balance at beginning of period $ 2,300 $ 1,600 $ 1,200 Current period provision for expected credit losses 1,821 691 499 Write-offs, net of recoveries (16) 9 (99) Balance at end of period $ 4,105 $ 2,300 $ 1,600 |
Schedule of Property and Equipment, Useful Life | The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3-5 years Leasehold improvements Lesser of lease term or estimated useful life Computer software 2-5 years Capitalized internal-use software costs 2-3 years Property and equipment consisted of the following (in thousands): As of December 31, 2023 2022 Computer equipment $ 9,638 $ 10,021 Leasehold improvements 8,814 9,969 Furniture and fixtures 3,735 3,731 Capitalized internal-use software costs 30,771 19,553 Computer software 111 111 Total property and equipment 53,069 43,385 Less: accumulated depreciation (27,357) (17,457) Property and equipment, net $ 25,712 $ 25,928 |
Schedule of Intangible Asset, Useful Life | The estimated useful life of each asset category is as follows: Developed technologies 3-10 years Client relationships and contracts 2-7 years Computer software licenses 1-5 years Trademarks 1-5 years As of December 31, 2023, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 103,929 $ (79,057) $ 24,872 Client relationships and contracts 90,064 (45,230) 44,834 Computer software licenses 10,680 (7,933) 2,747 Trademarks 2,820 (1,889) 931 Total intangible assets $ 207,493 $ (134,109) $ 73,384 As of December 31, 2022, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 100,829 $ (61,775) $ 39,054 Client relationships and contracts 84,764 (34,757) 50,007 Computer software licenses 8,791 (6,893) 1,898 Trademarks 2,720 (1,490) 1,230 Total intangible assets $ 197,104 $ (104,915) $ 92,189 The weighted-average remaining amortization period by type of intangible assets as of December 31, 2023 is as follows: Weighted-Average Remaining Amortization Period (years) Developed technologies 2.7 Client relationships and contracts 4.3 Computer software licenses 2.1 Trademarks 2.4 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of ERS (in thousands): Assets acquired: Accounts receivable $ 478 Prepaid expenses and other assets 73 Client relationships 5,300 Developed technology 3,100 Trademarks 100 Total assets acquired 9,051 Less liabilities assumed: Accrued and other current liabilities 78 Deferred revenue 2,251 Total liabilities assumed 2,329 Total assets acquired, net 6,722 Goodwill 4,670 Total consideration transferred, net of cash acquired $ 11,392 The following table summarizes the preliminary acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of ARMUS (in thousands): Assets acquired: Accounts receivable $ 601 Prepaid expenses and other assets 104 ROU lease asset 169 Developed technologies 4,600 Client relationships 2,200 Trademarks 200 Total assets acquired 7,874 Less liabilities assumed: Accounts payable 119 Accrued and other current liabilities 196 Deferred revenue 2,740 Lease liability 157 Net deferred tax liabilities 933 Total liabilities assumed 4,145 Total assets acquired, net 3,729 Goodwill 5,645 Total consideration transferred, net of cash acquired $ 9,374 The following table summarizes the preliminary acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of KPI Ninja (in thousands): Assets acquired: Accounts receivable $ 45 Prepaid expenses and other assets 197 Property and equipment, net 15 Developed technologies 13,500 Client relationships 1,100 Trademarks 800 Total assets acquired 15,657 Less liabilities assumed: Accounts payable and other current liabilities 266 Deferred revenue 763 Net deferred tax liabilities 3,600 Total liabilities assumed 4,629 Total assets acquired, net 11,028 Goodwill 10,365 Total consideration transferred, net of cash acquired $ 21,393 The following table summarizes the acquisition-date fair value of consideration transferred and the identifiable assets purchased and liabilities assumed as part of our acquisition of Twistle (in thousands): Assets acquired: Accounts receivable $ 1,106 Prepaid expenses and other assets 98 Property and equipment, net 57 Developed technologies 13,000 Client relationships 23,700 Trademarks 20 Total assets acquired 37,981 Less liabilities assumed: Accounts payable and other current liabilities 161 Deferred revenue 900 Net deferred tax liabilities 7,142 Total liabilities assumed 8,203 Total assets acquired, net 29,778 Goodwill 62,150 Total consideration transferred, net of cash acquired $ 91,928 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue | The following table represents Health Catalyst’s revenue disaggregated by type of arrangement (in thousands): Year Ended December 31, 2023 2022 2021 Recurring technology $ 187,226 $ 175,808 $ 147,446 One-time technology (i.e., perpetual license) 357 480 272 Professional services 108,355 99,948 94,208 Total revenue $ 295,938 $ 276,236 $ 241,926 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by Reporting Unit | Goodwill by reporting unit is as follows (in thousands): As of December 31, 2023 2022 Technology $ 189,870 $ 185,200 Professional services 782 782 Total goodwill $ 190,652 $ 185,982 |
Schedule of Intangible Assets | The estimated useful life of each asset category is as follows: Developed technologies 3-10 years Client relationships and contracts 2-7 years Computer software licenses 1-5 years Trademarks 1-5 years As of December 31, 2023, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 103,929 $ (79,057) $ 24,872 Client relationships and contracts 90,064 (45,230) 44,834 Computer software licenses 10,680 (7,933) 2,747 Trademarks 2,820 (1,889) 931 Total intangible assets $ 207,493 $ (134,109) $ 73,384 As of December 31, 2022, intangible assets consisted of the following (in thousands): Gross Accumulated Amortization Net Developed technologies $ 100,829 $ (61,775) $ 39,054 Client relationships and contracts 84,764 (34,757) 50,007 Computer software licenses 8,791 (6,893) 1,898 Trademarks 2,720 (1,490) 1,230 Total intangible assets $ 197,104 $ (104,915) $ 92,189 The weighted-average remaining amortization period by type of intangible assets as of December 31, 2023 is as follows: Weighted-Average Remaining Amortization Period (years) Developed technologies 2.7 Client relationships and contracts 4.3 Computer software licenses 2.1 Trademarks 2.4 |
Schedule of Future Amortization Expense | As of December 31, 2023, future amortization expense for finite-lived intangible assets is estimated to be as follows (in thousands): Year Ending December 31, 2024 $ 25,216 2025 18,343 2026 14,491 2027 11,280 2028 2,729 Thereafter 1,325 Total future amortization expense $ 73,384 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The estimated useful life of each asset category is as follows: Computer equipment 2-3 years Furniture and fixtures 3-5 years Leasehold improvements Lesser of lease term or estimated useful life Computer software 2-5 years Capitalized internal-use software costs 2-3 years Property and equipment consisted of the following (in thousands): As of December 31, 2023 2022 Computer equipment $ 9,638 $ 10,021 Leasehold improvements 8,814 9,969 Furniture and fixtures 3,735 3,731 Capitalized internal-use software costs 30,771 19,553 Computer software 111 111 Total property and equipment 53,069 43,385 Less: accumulated depreciation (27,357) (17,457) Property and equipment, net $ 25,712 $ 25,928 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cash Equivalents and Short-Term Investments Measured at Fair Value | The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis as of December 31, 2023 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds $ 99,779 $ — $ — $ 99,779 $ 99,779 $ — U.S. treasury notes 65,856 68 — 65,924 — 65,924 Commercial paper 85,358 — (18) 85,340 — 85,340 Corporate bonds 43,746 49 — 43,795 — 43,795 U.S. agency securities 16,405 — (12) 16,393 — 16,393 Total $ 311,144 $ 117 $ (30) $ 311,231 $ 99,779 $ 211,452 The following table summarizes, by major security type, our cash equivalents and short-term investments that are measured at fair value on a recurring basis as of December 31, 2022 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Short-term Investments Money market funds $ 114,532 $ — $ — $ 114,532 $ 114,532 $ — U.S. treasury notes 63,404 — (427) 62,977 — 62,977 Commercial paper 150,724 2 — 150,726 — 150,726 Corporate bonds 26,235 — (156) 26,079 — 26,079 U.S. agency securities 7,390 6 — 7,396 — 7,396 Total $ 362,285 $ 8 $ (583) $ 361,710 $ 114,532 $ 247,178 The following table presents the contractual maturities of our short-term investments as of December 31, 2023 and December 31, 2022 (in thousands): As of December 31, 2023 As of December 31, 2022 Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ 211,365 $ 211,452 $ 247,753 $ 247,178 Due between one and five years — — — — Total $ 211,365 $ 211,452 $ 247,753 $ 247,178 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | Assets measured at fair value on a recurring basis as of December 31, 2023 were as follows (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 99,779 $ — $ — $ 99,779 U.S. treasury notes 65,924 — — 65,924 Commercial paper — 85,339 — 85,339 Corporate bonds — 43,796 — 43,796 U.S. agency securities — 16,393 — 16,393 Total $ 165,703 $ 145,528 $ — $ 311,231 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 114,532 $ — $ — $ 114,532 U.S. treasury notes 62,977 — — 62,977 Commercial paper — 150,726 — 150,726 Corporate bonds — 26,079 — 26,079 U.S. agency securities — 7,396 — 7,396 Total $ 177,509 $ 184,201 $ — $ 361,710 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of December 31, 2023 and 2022, accrued liabilities consisted of the following (in thousands): As of December 31, 2023 2022 Accrued compensation and benefit expenses $ 11,680 $ 12,180 Restructuring liabilities 2,355 1,837 Other accrued liabilities 9,247 5,674 Total accrued liabilities $ 23,282 $ 19,691 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease Maturities | Maturities of lease liabilities under operating leases at December 31, 2023 are as follows (in thousands): Year ending December 31: 2024 $ 3,359 2025 3,313 2026 3,265 2027 3,269 2028 3,272 Thereafter 9,126 Total lease payments 25,604 Less: Imputed interest (4,570) Total lease liability $ 21,034 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases as of December 31, 2023 and 2022 is as follows (in thousands other than weighted average amounts): As of December 31, 2023 2022 Operating lease right-of-use assets $ 13,927 $ 16,658 Operating lease liabilities, current $ 3,358 $ 3,434 Operating lease liabilities, noncurrent 17,676 18,017 Total operating lease liabilities $ 21,034 $ 21,451 Weighted-average remaining operating lease term (years) 7.9 8.7 Weighted-average operating lease discount rate 5.2 % 5.0 % |
Convertible Senior Notes and _2
Convertible Senior Notes and Credit Facilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The interest expense recognized related to the Notes was as follows (in thousands): As of December 31, 2023 2022 2021 Contractual interest expense $ 5,776 $ 5,739 $ 5,750 Amortization of debt issuance costs and discount (1) 1,511 1,500 11,948 Total $ 7,287 $ 7,239 $ 17,698 _________________________ (1) Amortization of debt issuance costs and discount for the years ended December 31, 2023 and 2022 no longer includes amortization of the debt discount attributable to the conversion premium due to the adoption of ASU 2020-06 using a modified retrospective approach. Refer to Note 1 for more information. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | The following table summarizes our 2023 Restructuring Plan costs by financial statement line item for the year ended December 31, 2023 (in thousands): Year Ended December 31, 2023 2023 Restructuring Plan Severance and Other Team Member Costs Impairment Charges Total Cost of revenue, excluding depreciation and amortization: Technology $ 484 $ — $ 484 Professional services 1,398 — 1,398 Sales and marketing 1,210 — 1,210 Research and development 2,436 615 3,051 General and administrative 624 — 624 Total $ 6,152 $ 615 $ 6,767 The following tables summarize our 2022 Restructuring Plan costs by financial statement line item for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Restructuring Plan Severance and Other Team Member Costs Impairment Charges Other (1) Total Cost of revenue, excluding depreciation and amortization: Technology $ 12 $ — $ — $ 12 Professional services 434 — — 434 Sales and marketing 1,190 — 15 1,205 Research and development 286 — — 286 General and administrative 94 — 24 118 Total $ 2,016 $ — $ 39 $ 2,055 ____________________ (1) Includes other miscellaneous charges associated with the 2022 Restructuring Plan. Year Ended December 31, 2022 2022 Restructuring Plan Severance and Other Team Member Costs Impairment Charges Other (1) Total Cost of revenue, excluding depreciation and amortization: Technology $ 195 $ — $ 34 $ 229 Professional services 1,081 — 58 1,139 Sales and marketing 2,215 — 808 3,023 Research and development 1,957 1,225 228 3,410 General and administrative 607 — 17 624 Total $ 6,055 $ 1,225 $ 1,145 $ 8,425 ____________________ (1) |
Schedule of Restructuring-Related Charges and Related Liability | The following table summarizes our restructuring-related activities, including costs incurred, cash payments, and the resulting liability balances (in thousands): 2023 Restructuring Plan Liability Rollforward Balance as of January 1, 2023 $ — Restructuring costs 6,767 Cash payments (3,797) Adjustments for non-cash items (1) (615) Balance as of December 31, 2023 $ 2,355 ____________________ (1) 2022 Restructuring Plan Liability Rollforward Balance as of January 1, 2022 $ — Severance and other restructuring costs 8,425 Cash payments (4,530) Adjustments for non-cash items (1) (2,058) Balance as of December 31, 2022 $ 1,837 Severance and other restructuring costs 2,055 Cash payments (3,892) Balance as of December 31, 2023 $ — ____________________ (1) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of The Calculation of Basic and Diluted Net Loss Per Share Attributable To Common Stockholders | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Year Ended December 31, 2023 2022 2021 Net loss per share, basic Numerator: Net loss $ (118,147) $ (137,403) $ (153,210) Denominator: Weighted-average number of shares used in calculating net loss per share, basic 56,418,397 53,721,702 47,494,768 Net loss per share, basic $ (2.09) $ (2.56) $ (3.23) Net loss per share, diluted Numerator: Net loss $ (118,147) $ (137,403) $ (153,210) Dilutive change in fair value of shares issuable as contingent consideration — (4,668) — Net loss for diluted calculation $ (118,147) $ (142,071) $ (153,210) Denominator: Weighted-average number of shares used in calculating net loss per share, basic 56,418,397 53,721,702 47,494,768 Dilutive effect of shares issuable as acquisition-related contingent consideration (2) — 358,030 — Weighted-average number of shares used in calculating net loss per share, diluted 56,418,397 54,079,732 47,494,768 Net loss per share, diluted $ (2.09) $ (2.63) $ (3.23) |
Schedule of Share Totals With a Potentially Dilutive Impact | The calculation of diluted net loss per share does not include the effect of the following potentially outstanding shares of common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted net loss per share when the effect would have been anti-dilutive: As of December 31, 2023 2022 2021 Common stock options 1,396,452 1,748,306 2,115,484 Restricted stock units 3,111,584 3,292,943 2,273,354 Performance-based restricted stock units 188,533 534,380 319,442 Shares related to convertible senior notes (1) 7,516,331 7,516,331 2,469,624 Shares issuable as acquisition-related contingent consideration (2) — — 87,415 Restricted shares 235,389 503,020 67,939 Total potentially dilutive securities 12,448,289 13,594,980 7,333,258 _________________________ (1) On January 1, 2022, we adopted ASU 2020-06 using the modified retrospective method. Following this adoption, we utilize the if-converted method for our calculation of potentially dilutive shares related to our convertible senior notes. Prior to the adoption, we applied the treasury stock method as we have the intent and ability to settle the principal amount of the convertible senior notes in cash. As such, the adoption of ASU 2020-06 resulted in a significant increase in the potentially dilutive securities disclosed in the table above as of December 31, 2023 and 2022 compared to December 31, 2021. Refer to Note 1 for further details. In connection with the offering of our convertible senior notes, we entered into Capped Calls with initial caps on the conversion price of $42.00 per share, which are excluded from the calculation of diluted earnings per share, as they would be antidilutive. (2) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The following two tables summarize our total stock-based compensation expense by award type and where the stock-based compensation expense was recorded in our consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 2021 Options $ 60 $ 2,722 $ 5,276 Restricted stock units (RSUs) 45,108 54,760 40,345 Performance-based restricted stock units (PRSUs) 1,304 5,209 10,944 Employee stock purchase plan 1,731 1,623 1,511 Restricted shares 7,553 7,790 7,069 Total stock-based compensation $ 55,756 $ 72,104 $ 65,145 Year Ended December 31, 2023 2022 2021 Cost of revenue $ 9,235 $ 10,288 $ 10,110 Sales and marketing 20,982 28,082 22,698 Research and development 11,213 12,938 10,213 General and administrative 14,326 20,796 22,124 Total stock-based compensation $ 55,756 $ 72,104 $ 65,145 |
Schedule of Information Related to Stock Options | A summary of the share option activity under the Health Catalyst Stock Plan for the year ended December 31, 2023, is as follows: Time-Based Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2023 1,748,306 $ 11.51 4.9 $ 690,493 Options exercised (130,710) 7.27 Options cancelled/expired (221,144) 12.78 Outstanding at December 31, 2023 1,396,452 $ 11.70 4.0 $ 85,565 Vested and expected to vest as of December 31, 2023 1,396,452 $ 11.70 4.0 $ 85,565 Vested and exercisable as of December 31, 2023 1,396,452 $ 11.70 4.0 $ 85,565 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The fair value of the market-based tranches included in the 2023 executive PRSUs is estimated on the date of grant using the Monte Carlo simulation valuation model with the following assumptions for the year ended December 31, 2023: Year Ended December 31, 2023 Expected volatility 61.7% Expected term (in years) 1-3 Risk-free interest rate 4.38% - 5.01% Expected dividends — |
Schedule of Outstanding RSUs and Related Activity | The following table sets forth the outstanding RSUs and related activity for the year ended December 31, 2023: Restricted Stock Units Weighted Average Grant Date Fair Value Unvested and outstanding at January 1, 2023 3,292,943 $ 29.71 RSUs granted 2,557,521 11.77 RSUs vested (1,992,587) 25.77 RSUs forfeited (746,293) 22.72 Unvested and outstanding at December 31, 2023 3,111,584 $ 19.16 The following table sets forth the outstanding PRSUs, including executive PRSUs, and related activity for the year ended December 31, 2023: Performance-based Restricted Stock Units Weighted Average Grant Date Fair Value Unvested and outstanding at January 1, 2023 534,380 $ 25.45 PRSUs granted 226,071 12.42 PRSUs vested (192,093) 25.24 PRSUs forfeited (379,825) 23.98 Unvested and outstanding at December 31, 2023 188,533 $ 12.99 |
Schedule of Employee Stock Purchase Plan | The fair value of the purchase right for the ESPP option component is estimated on the date of grant using the Black-Scholes model with the following assumptions for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, 2023 2022 2021 Expected volatility 54.3%-99.4% 37.5%-75.8% 33.8%-40.4% Expected term (in years) 0.5 0.5 0.5 Risk-free interest rate 4.8%-5.5% 0.2%-2.5% 0.1% Expected dividends — — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | For the years ended December 31, 2023, 2022, and 2021, the income tax benefit consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current taxes: Federal $ — $ — $ — Foreign 204 43 27 State 144 200 209 Total current tax provision 348 243 236 Deferred taxes: Federal 8 (3,723) (5,975) Foreign (1) (1) — State 1 (799) (1,159) Total deferred provision (benefit) 8 (4,523) (7,134) Total income tax provision (benefit) $ 356 $ (4,280) $ (6,898) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2023 2022 2021 Tax at U.S. statutory rates 21.0 % 21.0 % 21.0 % State income tax, net of federal tax effect (0.1) 0.5 0.6 Federal research and development credits — (0.1) 2.4 Stock-based compensation (7.0) (7.1) 6.1 Contingent consideration — 0.9 (2.7) Change in valuation allowance (14.0) (11.7) (22.9) Other, net (0.2) (0.5) (0.2) Effective income tax rate (0.3) % 3.0 % 4.3 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows as of December 31, 2023 and 2022 (in thousands): As of December 31, 2023 2022 Deferred income tax assets: Net operating loss carryforwards $ 154,938 $ 151,256 Research and development credits 27,273 27,283 Code 174 capitalized research and development 30,745 16,564 Operating lease liabilities 5,345 5,453 Interest limitation carryforward 3,167 6,204 Stock-based compensation 1,653 3,363 Deferred revenue 722 377 Property and equipment 1,683 1,234 Intangible assets 4,946 1,299 Accrued expenses 1,968 542 Allowance for bad debt 1,028 577 Other 118 117 Total deferred income tax assets 233,586 214,269 Valuation allowance (226,267) (206,022) Net deferred income tax assets 7,319 8,247 Deferred income tax liabilities: Convertible debt (33) (27) Operating lease right-of-use assets (3,493) (4,183) Prepaid expenses (2,470) (3,034) Deferred commissions (1,323) (1,002) Indefinite-lived intangible assets (73) (65) Deferred contract costs — (1) Total deferred income tax liabilities (7,392) (8,312) Net deferred income tax liabilities $ (73) $ (65) |
Schedule of Unrecognized Tax Benefits | We recognize tax benefits from uncertain tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The following table summarizes the activity related to unrecognized tax benefits for the years ended December 31, 2023, 2022, and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Beginning balance $ 6,821 $ 6,848 $ 5,578 Decrease in unrecognized tax benefits taken in prior years (3) (27) (122) Increase in unrecognized tax benefits related to the current year — — 1,392 Ending balance $ 6,818 $ 6,821 $ 6,848 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Revenue | Segment revenue and Adjusted Gross Profit for the years ended December 31, 2023, 2022, and 2021 were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Revenue: Technology $ 187,583 $ 176,288 $ 147,718 Professional Services 108,355 99,948 94,208 Total $ 295,938 $ 276,236 $ 241,926 |
Schedule of Segment Adjusted Gross Profit | Year Ended December 31, 2023 2022 2021 Adjusted Gross Profit: Technology $ 127,744 $ 122,284 $ 102,326 Professional Services 16,316 23,565 25,544 Total reportable segments Adjusted Gross Profit 144,060 145,849 127,870 Less Adjusted Gross Profit reconciling items: Stock-based compensation (9,235) (10,288) (10,110) Acquisition-related costs, net (1) (664) (1,006) (188) Restructuring costs (2,328) (1,368) — Less other reconciling items: Sales and marketing (67,321) (87,514) (75,027) Research and development (72,627) (75,680) (62,733) General and administrative (76,559) (61,701) (85,934) Depreciation and amortization (42,223) (48,297) (37,528) Interest and other income (expense), net 9,106 (1,678) (16,458) Loss before income taxes $ (117,791) $ (141,683) $ (160,108) ____________________ (1) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of operating segments | segment | 2 | ||
Number of reportable segments | segment | 2 | ||
Notice required for termination for most subscription contracts | 90 days | ||
Unbilled accounts receivable | $ 4,700,000 | $ 900,000 | $ 800,000 |
Deferred revenue | 55,800,000 | 55,100,000 | 57,600,000 |
Deferred commissions current | $ 2,200,000 | 1,500,000 | |
Deferred contract acquisition cost amortization period | 12 months | ||
Deferred commissions non current | $ 3,300,000 | 2,600,000 | |
Estimated period of benefit | 4 years | ||
Amortization of deferred contract acquisition costs | $ 2,300,000 | 2,100,000 | 1,100,000 |
Impairment losses recorded on deferred contract costs | 0 | 0 | 0 |
Goodwill impairment | 0 | 0 | 0 |
Acquisition related costs | 3,500,000 | 2,300,000 | 1,400,000 |
Advertising expense | $ 2,600,000 | $ 5,700,000 | $ 4,400,000 |
Technology and professional services | |||
Subsidiary, Sale of Stock [Line Items] | |||
Allowed termination period | 1 year | ||
Accounts receivable | Customer concentration risk | One Client | |||
Subsidiary, Sale of Stock [Line Items] | |||
Concentration risk (in percentage) | 10.50% | ||
Minimum | Technology and professional services | |||
Subsidiary, Sale of Stock [Line Items] | |||
Service contract term | 3 years | ||
Maximum | |||
Subsidiary, Sale of Stock [Line Items] | |||
Term for most subscription contracts | 5 years | ||
Maximum | Technology and professional services | |||
Subsidiary, Sale of Stock [Line Items] | |||
Service contract term | 5 years |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Allowance for Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of period | $ 2,300 | $ 1,600 | $ 1,200 |
Current period provision for expected credit losses | 1,821 | 691 | 499 |
Write-offs, net of recoveries | (16) | 9 | (99) |
Balance at end of period | $ 4,105 | $ 2,300 | $ 1,600 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment Useful Life (Details) | Dec. 31, 2023 |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 2 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 5 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 2 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 5 years |
Capitalized internal-use software costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 2 years |
Capitalized internal-use software costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of Intangible Assets Useful Life (Details) | Dec. 31, 2023 |
Minimum | Developed technologies | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 3 years |
Minimum | Client relationships and contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 2 years |
Minimum | Computer software licenses | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 1 year |
Minimum | Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 1 year |
Maximum | Developed technologies | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 10 years |
Maximum | Client relationships and contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 7 years |
Maximum | Computer software licenses | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 5 years |
Maximum | Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 5 years |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Oct. 02, 2023 | Apr. 29, 2022 | Feb. 24, 2022 | Jul. 01, 2021 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||
Payments to acquire business | $ 11,392 | $ 27,846 | $ 46,763 | |||||
Service period (in years) | 4 years | |||||||
Developed technologies | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 3 years | |||||||
Developed technologies | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 10 years | |||||||
Trademarks | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 1 year | |||||||
Trademarks | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 5 years | |||||||
ERS | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire business | $ 11,400 | |||||||
Interest acquired | 100% | |||||||
ERS | Developed technologies | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 4 years | |||||||
ERS | Client relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 7 years | |||||||
ERS | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 2 years | |||||||
ERS | Restricted shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of restricted shares issued (in shares) | 175,901 | |||||||
Service period (in years) | 18 months | |||||||
ARMUS Corporation | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration | $ 9,400 | |||||||
Payments to acquire business | 9,300 | |||||||
Contingent consideration | $ 100 | |||||||
Interest acquired | 100% | |||||||
Cash retention payments | $ 5,000 | |||||||
Service period (in years) | 3 years | |||||||
Share based compensation retention bonus | $ 1,400 | 1,900 | ||||||
Stock compensation expected to be recognized | $ 1,600 | |||||||
ARMUS Corporation | Developed technologies | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 4 years | |||||||
ARMUS Corporation | Client relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 6 years | |||||||
ARMUS Corporation | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 3 years | |||||||
ARMUS Corporation | Restricted shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of restricted shares issued (in shares) | 235,330 | |||||||
Service period (in years) | 18 months | |||||||
Nonvested awards, period for recognition | 1 year 3 months 18 days | |||||||
KPI Ninja | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration | $ 21,400 | |||||||
Payments to acquire business | 18,500 | |||||||
Contingent consideration | $ 2,900 | |||||||
Interest acquired | 100% | |||||||
Cash retention payments | $ 3,000 | |||||||
Service period (in years) | 4 years | |||||||
Share based compensation retention bonus | $ 900 | $ 900 | ||||||
Stock compensation expected to be recognized | $ 1,200 | |||||||
Nonvested awards, period for recognition | 2 years 2 months 12 days | |||||||
KPI Ninja | Developed technologies | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 4 years | |||||||
KPI Ninja | Client relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 6 years | |||||||
KPI Ninja | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 5 years | |||||||
KPI Ninja | Restricted shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of restricted shares issued (in shares) | 356,919 | |||||||
Twistle Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration | $ 91,900 | |||||||
Payments to acquire business | 46,700 | |||||||
Contingent consideration | $ 2,100 | $ 65,000 | ||||||
Interest acquired | 100% | |||||||
Common shares issued in acquisition, at fair value | $ 43,100 | |||||||
Twistle Inc | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Service period (in years) | 12 months | |||||||
Twistle Inc | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Service period (in years) | 18 months | |||||||
Twistle Inc | Revenue Based Earn Out Performance Targets | ||||||||
Business Acquisition [Line Items] | ||||||||
Payment for contingent consideration liability, investing activities | $ 1,600 | |||||||
Issuance of common stock as acquisition consideration (in shares) | 439,327 | |||||||
Twistle Inc | Developed technologies | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 3 years | |||||||
Twistle Inc | Client relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 7 years | |||||||
Twistle Inc | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated useful life | 1 year | |||||||
Twistle Inc | Restricted shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of restricted shares issued (in shares) | 67,939 | |||||||
Twistle Inc | Restricted shares | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Service period (in years) | 1 year | |||||||
Twistle Inc | Restricted shares | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Service period (in years) | 18 months |
Business Combinations - Schedul
Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Oct. 02, 2023 | Dec. 31, 2022 | Apr. 29, 2022 | Feb. 24, 2022 | Jul. 01, 2021 |
Less liabilities assumed: | ||||||
Goodwill | $ 190,652 | $ 185,982 | ||||
ERS | ||||||
Assets acquired: | ||||||
Accounts receivable | $ 478 | |||||
Prepaid expenses and other assets | 73 | |||||
Total assets acquired | 9,051 | |||||
Less liabilities assumed: | ||||||
Accrued and other current liabilities | 78 | |||||
Deferred revenue | 2,251 | |||||
Total liabilities assumed | 2,329 | |||||
Total assets acquired, net | 6,722 | |||||
Goodwill | 4,670 | |||||
Total consideration transferred, net of cash acquired | 11,392 | |||||
ERS | Developed technologies | ||||||
Assets acquired: | ||||||
Intangible assets | 3,100 | |||||
ERS | Client relationships | ||||||
Assets acquired: | ||||||
Intangible assets | 5,300 | |||||
ERS | Trademarks | ||||||
Assets acquired: | ||||||
Intangible assets | $ 100 | |||||
ARMUS Corporation | ||||||
Assets acquired: | ||||||
Accounts receivable | $ 601 | |||||
Prepaid expenses and other assets | 104 | |||||
ROU lease asset | 169 | |||||
Total assets acquired | 7,874 | |||||
Less liabilities assumed: | ||||||
Accounts payable | 119 | |||||
Accrued and other current liabilities | 196 | |||||
Deferred revenue | 2,740 | |||||
Lease liability | 157 | |||||
Net deferred tax liabilities | 933 | |||||
Total liabilities assumed | 4,145 | |||||
Total assets acquired, net | 3,729 | |||||
Goodwill | 5,645 | |||||
Total consideration transferred, net of cash acquired | 9,374 | |||||
ARMUS Corporation | Developed technologies | ||||||
Assets acquired: | ||||||
Intangible assets | 4,600 | |||||
ARMUS Corporation | Client relationships | ||||||
Assets acquired: | ||||||
Intangible assets | 2,200 | |||||
ARMUS Corporation | Trademarks | ||||||
Assets acquired: | ||||||
Intangible assets | $ 200 | |||||
KPI Ninja | ||||||
Assets acquired: | ||||||
Accounts receivable | $ 45 | |||||
Prepaid expenses and other assets | 197 | |||||
Property and equipment, net | 15 | |||||
Total assets acquired | 15,657 | |||||
Less liabilities assumed: | ||||||
Accounts payable | 266 | |||||
Deferred revenue | 763 | |||||
Net deferred tax liabilities | 3,600 | |||||
Total liabilities assumed | 4,629 | |||||
Total assets acquired, net | 11,028 | |||||
Goodwill | 10,365 | |||||
Total consideration transferred, net of cash acquired | 21,393 | |||||
KPI Ninja | Developed technologies | ||||||
Assets acquired: | ||||||
Intangible assets | 13,500 | |||||
KPI Ninja | Client relationships | ||||||
Assets acquired: | ||||||
Intangible assets | 1,100 | |||||
KPI Ninja | Trademarks | ||||||
Assets acquired: | ||||||
Intangible assets | $ 800 | |||||
Twistle Inc | ||||||
Assets acquired: | ||||||
Accounts receivable | $ 1,106 | |||||
Prepaid expenses and other assets | 98 | |||||
Property and equipment, net | 57 | |||||
Total assets acquired | 37,981 | |||||
Less liabilities assumed: | ||||||
Accounts payable | 161 | |||||
Deferred revenue | 900 | |||||
Net deferred tax liabilities | 7,142 | |||||
Total liabilities assumed | 8,203 | |||||
Total assets acquired, net | 29,778 | |||||
Goodwill | 62,150 | |||||
Total consideration transferred, net of cash acquired | 91,928 | |||||
Twistle Inc | Developed technologies | ||||||
Assets acquired: | ||||||
Intangible assets | 13,000 | |||||
Twistle Inc | Client relationships | ||||||
Assets acquired: | ||||||
Intangible assets | 23,700 | |||||
Twistle Inc | Trademarks | ||||||
Assets acquired: | ||||||
Intangible assets | $ 20 |
Revenue - Schedule of Revenue D
Revenue - Schedule of Revenue Disaggregated by Type of Arrangement (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Disaggregation of Revenue [Line Items] | ||||
Revenue | [1] | $ 295,938 | $ 276,236 | $ 241,926 |
Recurring technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 187,226 | 175,808 | 147,446 | |
One-time technology (i.e., perpetual license) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 357 | 480 | 272 | |
Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | [1] | $ 108,355 | $ 99,948 | $ 94,208 |
[1]Includes amounts attributable to related party transactions. See Note 18 for further details. |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Geographic Concentration Risk | Revenue from contract with customer benchmark | UNITED STATES | |||
Disaggregation of Revenue [Line Items] | |||
Revenue related to contracts with customers (percentage) | 98.30% | 98% | 99.20% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Number of operating segments | 2 | ||
Number of reportable segments | 2 | ||
Amortization of intangible assets | $ | $ 29.6 | $ 37.2 | $ 32 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill by Reporting Unit (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Goodwill | $ 190,652 | $ 185,982 |
Technology | ||
Goodwill [Line Items] | ||
Goodwill | 189,870 | 185,200 |
Professional services | ||
Goodwill [Line Items] | ||
Goodwill | $ 782 | $ 782 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 207,493 | $ 197,104 |
Accumulated Amortization | (134,109) | (104,915) |
Total future amortization expense | 73,384 | 92,189 |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 103,929 | 100,829 |
Accumulated Amortization | (79,057) | (61,775) |
Total future amortization expense | 24,872 | 39,054 |
Client relationships and contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 90,064 | 84,764 |
Accumulated Amortization | (45,230) | (34,757) |
Total future amortization expense | 44,834 | 50,007 |
Computer software licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 10,680 | 8,791 |
Accumulated Amortization | (7,933) | (6,893) |
Total future amortization expense | 2,747 | 1,898 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,820 | 2,720 |
Accumulated Amortization | (1,889) | (1,490) |
Total future amortization expense | $ 931 | $ 1,230 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Remaining Amortization Period (Details) | Dec. 31, 2023 |
Developed technologies | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Remaining Amortization Period (years) | 2 years 8 months 12 days |
Client relationships and contracts | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Remaining Amortization Period (years) | 4 years 3 months 18 days |
Computer software licenses | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Remaining Amortization Period (years) | 2 years 1 month 6 days |
Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-Average Remaining Amortization Period (years) | 2 years 4 months 24 days |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 25,216 | |
2025 | 18,343 | |
2026 | 14,491 | |
2027 | 11,280 | |
2028 | 2,729 | |
Thereafter | 1,325 | |
Total future amortization expense | $ 73,384 | $ 92,189 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 53,069 | $ 43,385 |
Less: accumulated depreciation | (27,357) | (17,457) |
Property and equipment, net | 25,712 | 25,928 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,638 | 10,021 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,814 | 9,969 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,735 | 3,731 |
Capitalized internal-use software costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 30,771 | 19,553 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 111 | $ 111 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 12,600 | $ 11,100 | $ 5,500 |
Impairment of long-lived assets | 4,081 | 5,023 | 1,800 |
Capitalized internal-use software | 12,800 | 14,100 | 7,300 |
Capitalized internal use software cost amortization expense | 8,500 | 6,800 | 2,400 |
2023 Restructuring Plan | |||
Property, Plant and Equipment [Line Items] | |||
Impairment Charges | 615 | 1,200 | |
Leasehold Improvements And Furniture And Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | $ 1,200 | $ 1,200 | $ 500 |
Short-term Investments - Cash E
Short-term Investments - Cash Equivalents and Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 311,144 | $ 362,285 |
Unrealized Gains | 117 | 8 |
Unrealized Losses | (30) | (583) |
Available for sale securities | 311,231 | 361,710 |
Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 99,779 | 114,532 |
Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 211,365 | 247,753 |
Available for sale securities | 211,452 | 247,178 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 99,779 | 114,532 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Available for sale securities | 99,779 | 114,532 |
Money market funds | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 99,779 | 114,532 |
Money market funds | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 0 | 0 |
U.S. treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 65,856 | 63,404 |
Unrealized Gains | 68 | 0 |
Unrealized Losses | 0 | (427) |
Available for sale securities | 65,924 | 62,977 |
U.S. treasury notes | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 0 | 0 |
U.S. treasury notes | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 65,924 | 62,977 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 85,358 | 150,724 |
Unrealized Gains | 0 | 2 |
Unrealized Losses | (18) | 0 |
Available for sale securities | 85,340 | 150,726 |
Commercial paper | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 0 | 0 |
Commercial paper | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 85,340 | 150,726 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 43,746 | 26,235 |
Unrealized Gains | 49 | 0 |
Unrealized Losses | 0 | (156) |
Available for sale securities | 43,795 | 26,079 |
Corporate bonds | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 0 | 0 |
Corporate bonds | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 43,795 | 26,079 |
U.S. agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 16,405 | 7,390 |
Unrealized Gains | 0 | 6 |
Unrealized Losses | (12) | 0 |
Available for sale securities | 16,393 | 7,396 |
U.S. agency securities | Cash equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | 0 | 0 |
U.S. agency securities | Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available for sale securities | $ 16,393 | $ 7,396 |
Short-term Investments - Short-
Short-term Investments - Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Amortized Cost | ||
Amortized Cost | $ 311,144 | $ 362,285 |
Fair Value | ||
Fair Value | 311,231 | 361,710 |
Short-term Investments | ||
Amortized Cost | ||
Amortized cost, due within one year | 211,365 | 247,753 |
Amortized cost, due between one and five years | 0 | 0 |
Amortized Cost | 211,365 | 247,753 |
Fair Value | ||
Fair value, due within one year | 211,452 | 247,178 |
Fair value, due between one and five years | 0 | 0 |
Fair Value | $ 211,452 | $ 247,178 |
Short-term Investments - Narrat
Short-term Investments - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Interest receivable | $ 0.9 | $ 0.6 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | $ 311,231 | $ 361,710 |
Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 99,779 | 114,532 |
U.S. treasury notes | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 65,924 | 62,977 |
Commercial paper | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 85,340 | 150,726 |
Corporate bonds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 43,795 | 26,079 |
U.S. agency securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 16,393 | 7,396 |
Fair value, recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 311,231 | 361,710 |
Fair value, recurring | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 165,703 | 177,509 |
Fair value, recurring | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 145,528 | 184,201 |
Fair value, recurring | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total | 0 | 0 |
Fair value, recurring | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 99,779 | 114,532 |
Fair value, recurring | Money market funds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 99,779 | 114,532 |
Fair value, recurring | Money market funds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 0 | 0 |
Fair value, recurring | Money market funds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Money market funds | 0 | 0 |
Fair value, recurring | U.S. treasury notes | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 65,924 | 62,977 |
Fair value, recurring | U.S. treasury notes | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 65,924 | 62,977 |
Fair value, recurring | U.S. treasury notes | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | 0 |
Fair value, recurring | U.S. treasury notes | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | 0 |
Fair value, recurring | Commercial paper | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 85,339 | 150,726 |
Fair value, recurring | Commercial paper | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | 0 |
Fair value, recurring | Commercial paper | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 85,339 | 150,726 |
Fair value, recurring | Commercial paper | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | 0 |
Fair value, recurring | Corporate bonds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 43,796 | 26,079 |
Fair value, recurring | Corporate bonds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | 0 |
Fair value, recurring | Corporate bonds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 43,796 | 26,079 |
Fair value, recurring | Corporate bonds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | 0 |
Fair value, recurring | U.S. agency securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 16,393 | 7,396 |
Fair value, recurring | U.S. agency securities | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 0 | 0 |
Fair value, recurring | U.S. agency securities | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | 16,393 | 7,396 |
Fair value, recurring | U.S. agency securities | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available for sale securities | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | Apr. 14, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Amount borrowed | $ 1,000 | |||||||
Impairment of long-lived assets | $ 4,081,000 | $ 5,023,000 | $ 1,800,000 | |||||
ROU Assets, Leasehold Improvements and Furniture and Fixtures | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Impairment of long-lived assets | 4,100,000 | $ 3,800,000 | $ 1,800,000 | |||||
Twistle Inc | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Contingent consideration | $ 65,000,000 | $ 2,100,000 | ||||||
Contingent consideration paid in a combination cash | 20% | |||||||
Contingent consideration paid in a combination shares | 80% | |||||||
Twistle Inc | Revenue Based Earn Out Performance Targets | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Payment for contingent consideration liability, investing activities | $ 1,600,000 | |||||||
Issuance of common stock as acquisition consideration (in shares) | 439,327 | |||||||
Healthfinch, Inc | Revenue Based Earn Out Performance Targets | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Payment for contingent consideration liability, investing activities | $ 1,700,000 | $ 1,700,000 | ||||||
Issuance of common stock as acquisition consideration (in shares) | 78,248 | 78,243 | ||||||
Senior Notes Due2025 | Convertible Notes Payable | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Amount borrowed | $ 230,000,000 | $ 230,000,000 | ||||||
Estimated fair value of convertible senior notes | $ 218,700,000 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefit expenses | $ 11,680 | $ 12,180 |
Restructuring liabilities | 2,355 | 1,837 |
Other accrued liabilities | 9,247 | 5,674 |
Total accrued liabilities | $ 23,282 | $ 19,691 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) ft² | |
Lessee, Lease, Description [Line Items] | ||||
Total lease liability | $ 21,034 | $ 21,451 | ||
Operating lease right-of-use assets | $ 13,927 | 16,658 | ||
Subleased rentable area | ft² | 54,399 | |||
Impairment of long-lived assets | $ 4,081 | 5,023 | $ 1,800 | |
Long-term leases with terms of greater than 12 months | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | 3,100 | 2,600 | 3,600 | |
Short-term leases with terms of 12 months or less | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | $ 100 | 100 | 100 | |
Corporate Headquarters | ||||
Lessee, Lease, Description [Line Items] | ||||
Net rentable area | ft² | 9,830 | 118,207 | ||
Total lease liability | $ 1,500 | $ 23,800 | ||
Operating lease right-of-use assets | 1,500 | $ 23,800 | ||
ROU Assets, Leasehold Improvements and Furniture and Fixtures | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment of long-lived assets | 4,100 | 3,800 | 1,800 | |
Right Of Use Asset | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment of long-lived assets | 2,900 | 2,600 | 1,300 | |
Leasehold Improvements And Furniture And Fixtures | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment of long-lived assets | $ 1,200 | $ 1,200 | $ 500 | |
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, renewal term | 1 year | |||
Sublease, initial term | 18 months | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, renewal term | 5 years | |||
Sublease, initial term | 8 years 6 months |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 3,359 | |
2025 | 3,313 | |
2026 | 3,265 | |
2027 | 3,269 | |
2028 | 3,272 | |
Thereafter | 9,126 | |
Total lease payments | 25,604 | |
Less: Imputed interest | (4,570) | |
Total lease liability | $ 21,034 | $ 21,451 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 13,927 | $ 16,658 |
Operating lease liabilities, current | 3,358 | 3,434 |
Operating lease liabilities, noncurrent | 17,676 | 18,017 |
Total operating lease liabilities | $ 21,034 | $ 21,451 |
Weighted-average remaining operating lease term (years) | 7 years 10 months 24 days | 8 years 8 months 12 days |
Weighted-average operating lease discount rate (in percentage) | 5.20% | 5% |
Convertible Senior Notes and _3
Convertible Senior Notes and Credit Facilities - Narrative (Details) | Apr. 14, 2020 USD ($) day $ / shares shares | Apr. 09, 2020 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Apr. 08, 2020 $ / instrument |
Line of Credit Facility [Line Items] | ||||
Amount borrowed | $ 1,000 | |||
Share price (in USD per share) | $ / shares | $ 9.26 | |||
Cash Flow Hedging | Capped Call | Designated as Hedging Instrument | ||||
Line of Credit Facility [Line Items] | ||||
Derivative, cost of hedge | $ 21,700,000 | |||
Cap price (in USD per share) | $ / instrument | 42 | |||
Senior Notes Due2025 | Convertible Notes Payable | ||||
Line of Credit Facility [Line Items] | ||||
Amount borrowed | $ 230,000,000 | $ 230,000,000 | ||
Basis rate (in percentage) | 2.50% | |||
Proceeds from issuance of debt | $ 222,500,000 | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | |||
Debt instrument, convertible, threshold trading days | day | 20 | |||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | |||
Debt instrument, redemption price, percentage | 100% | |||
Number of shares issued in conversion (in shares) | shares | 0.0326797 | |||
Debt instrument, convertible, conversion price (in USD per share) | $ / shares | $ 30.60 | |||
Senior Notes Due2025 | Convertible Notes Payable | Debt Instrument Convertible Sale Price Of Stock Threshold | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, convertible, threshold percentage of stock price trigger | 98% | |||
Debt instrument, convertible, threshold trading days | day | 5 |
Convertible Senior Notes and _4
Convertible Senior Notes and Credit Facilities - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | |||
Amortization of debt discount and issuance costs | $ 1,511 | $ 1,500 | $ 11,948 |
Senior Notes Due2025 | Convertible Notes Payable | |||
Line of Credit Facility [Line Items] | |||
Contractual interest expense | 5,776 | 5,739 | 5,750 |
Amortization of debt discount and issuance costs | 1,511 | 1,500 | 11,948 |
Total | $ 7,287 | $ 7,239 | $ 17,698 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Restructuring Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
2023 Restructuring Plan | ||
Cost of revenue, excluding depreciation and amortization: | ||
Severance and Other Team Member Costs | $ 6,152 | |
Impairment Charges | 615 | $ 1,200 |
Total | 6,767 | |
2023 Restructuring Plan | Technology | ||
Cost of revenue, excluding depreciation and amortization: | ||
Severance and Other Team Member Costs | 484 | |
Impairment Charges | 0 | |
Total | 484 | |
2023 Restructuring Plan | Professional services | ||
Cost of revenue, excluding depreciation and amortization: | ||
Severance and Other Team Member Costs | 1,398 | |
Impairment Charges | 0 | |
Total | 1,398 | |
2023 Restructuring Plan | Sales and marketing | ||
Cost of revenue, excluding depreciation and amortization: | ||
Severance and Other Team Member Costs | 1,210 | |
Impairment Charges | 0 | |
Total | 1,210 | |
2023 Restructuring Plan | Research and development | ||
Cost of revenue, excluding depreciation and amortization: | ||
Severance and Other Team Member Costs | 2,436 | |
Impairment Charges | 615 | |
Total | 3,051 | |
2023 Restructuring Plan | General and administrative | ||
Cost of revenue, excluding depreciation and amortization: | ||
Severance and Other Team Member Costs | 624 | |
Impairment Charges | 0 | |
Total | 624 | |
2022 Restructuring Plan | ||
Cost of revenue, excluding depreciation and amortization: | ||
Severance and Other Team Member Costs | 2,016 | 6,055 |
Impairment Charges | 0 | 1,225 |
Other | 39 | 1,145 |
Total | 2,055 | 8,425 |
2022 Restructuring Plan | Technology | ||
Cost of revenue, excluding depreciation and amortization: | ||
Severance and Other Team Member Costs | 12 | 195 |
Impairment Charges | 0 | 0 |
Other | 0 | 34 |
Total | 12 | 229 |
2022 Restructuring Plan | Professional services | ||
Cost of revenue, excluding depreciation and amortization: | ||
Severance and Other Team Member Costs | 434 | 1,081 |
Impairment Charges | 0 | 0 |
Other | 0 | 58 |
Total | 434 | 1,139 |
2022 Restructuring Plan | Sales and marketing | ||
Cost of revenue, excluding depreciation and amortization: | ||
Severance and Other Team Member Costs | 1,190 | 2,215 |
Impairment Charges | 0 | 0 |
Other | 15 | 808 |
Total | 1,205 | 3,023 |
2022 Restructuring Plan | Research and development | ||
Cost of revenue, excluding depreciation and amortization: | ||
Severance and Other Team Member Costs | 286 | 1,957 |
Impairment Charges | 0 | 1,225 |
Other | 0 | 228 |
Total | 286 | 3,410 |
2022 Restructuring Plan | General and administrative | ||
Cost of revenue, excluding depreciation and amortization: | ||
Severance and Other Team Member Costs | 94 | 607 |
Impairment Charges | 0 | 0 |
Other | 24 | 17 |
Total | $ 118 | $ 624 |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) - 2023 Restructuring Plan $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Expected additional restructuring costs | $ 1.1 |
Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring activities, remaining period | 3 months |
Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring activities, remaining period | 6 months |
Restructuring Costs - Schedul_2
Restructuring Costs - Schedule of Restructuring-Related Charges and Related Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 1,837 | |
Ending Balance | 2,355 | $ 1,837 |
2023 Restructuring Plan | Restructuring Liabilities | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Restructuring costs | 6,767 | |
Cash payments | (3,797) | |
Adjustments for non-cash items | (615) | |
Ending Balance | 2,355 | 0 |
2022 Restructuring Plan | Restructuring Liabilities | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1,837 | 0 |
Restructuring costs | 2,055 | 8,425 |
Cash payments | (3,892) | (4,530) |
Adjustments for non-cash items | (2,058) | |
Ending Balance | $ 0 | $ 1,837 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Aug. 02, 2022 USD ($) | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | |||
Preferred stock issued (in shares) | 0 | 0 | |||
Preferred stock outstanding (in shares) | 0 | 0 | |||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued (in shares) | 58,530,880 | 55,764,942 | |||
Shares outstanding (in shares) | 58,530,880 | 55,764,942 | |||
Vote of stockholders | vote | 1 | ||||
Dividends | $ | $ 0 | ||||
Proceeds from public offerings, net of discounts, commissions, and offering costs | $ | $ 0 | $ 0 | $ 245,180,000 | ||
Share Repurchase Plan | |||||
Class of Stock [Line Items] | |||||
Share repurchase plan, authorized amount | $ | $ 40,000,000 | ||||
Share retired (in shares) | 145,027 | ||||
Share acquired (in shares) | 145,027 | ||||
Value of shares acquired | $ | $ 1,800,000 | ||||
Value of shares retired | $ | $ 1,800,000 | ||||
Average purchase price (in USD per share) | $ / shares | $ 12.45 | ||||
Remaining authorized, repurchases under our share repurchase plan amount | $ | $ 29,800,000 | ||||
Secondary Offering | |||||
Class of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 4,882,075 | ||||
Sale of stock, price per share (in USD per share) | $ / shares | $ 53 | ||||
Proceeds from public offerings, net of discounts, commissions, and offering costs | $ | $ 245,200,000 | ||||
Over-Allotment Option | |||||
Class of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 636,792 | ||||
Vitalware LLC | Able Health, Inc. | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 235,389 | 503,020 | |||
Shares outstanding (in shares) | 235,389 | 503,020 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of the Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net loss | $ (118,147) | $ (137,403) | $ (153,210) |
Dilutive change in fair value of shares issuable as contingent consideration | 0 | (4,668) | 0 |
Net loss for diluted calculation | $ (118,147) | $ (142,071) | $ (153,210) |
Denominator: | |||
Weighted-average number of shares used in calculating net loss per share, basic(in shares) | 56,418,397 | 53,721,702 | 47,494,768 |
Net loss per share, basic (in USD per share) | $ (2.09) | $ (2.56) | $ (3.23) |
Dilutive effect of shares issuable as acquisition-related contingent consideration (in shares) | 0 | 358,030 | 0 |
Weighted-average number of shares used in calculating net loss per share, diluted (in shares) | 56,418,397 | 54,079,732 | 47,494,768 |
Net loss per share, diluted (in USD per share) | $ (2.09) | $ (2.63) | $ (3.23) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Share Totals with a Potentially Dilutive Impact (Details) | 12 Months Ended | |||
Dec. 31, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Apr. 08, 2020 $ / instrument | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares with a potentially dilutive impact (in shares) | 12,448,289 | 13,594,980 | 7,333,258 | |
Capped Call | Cash Flow Hedging | Designated as Hedging Instrument | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Cap price (in USD per share) | $ / instrument | 42 | |||
Common stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares with a potentially dilutive impact (in shares) | 1,396,452 | 1,748,306 | 2,115,484 | |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares with a potentially dilutive impact (in shares) | 3,111,584 | 3,292,943 | 2,273,354 | |
Performance-based restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares with a potentially dilutive impact (in shares) | 188,533 | 534,380 | 319,442 | |
Shares related to convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares with a potentially dilutive impact (in shares) | 7,516,331 | 7,516,331 | 2,469,624 | |
Shares issuable as acquisition-related contingent consideration | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares with a potentially dilutive impact (in shares) | 0 | 0 | 87,415 | |
Restricted shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares with a potentially dilutive impact (in shares) | 235,389 | 503,020 | 67,939 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Oct. 02, 2023 | Apr. 29, 2022 | Feb. 24, 2022 | Jul. 01, 2021 | Sep. 01, 2020 | Feb. 21, 2020 | Jul. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation capitalized as internal-use software | $ 889,000 | $ 976,000 | $ 636,000 | ||||||||
Service period (in years) | 4 years | ||||||||||
Options granted (in shares) | 0 | 0 | 0 | ||||||||
KPI Ninja | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service period (in years) | 4 years | ||||||||||
Nonvested awards, period for recognition | 2 years 2 months 12 days | ||||||||||
ARMUS Corporation | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service period (in years) | 3 years | ||||||||||
Minimum | Twistle Inc | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service period (in years) | 12 months | ||||||||||
Maximum | Twistle Inc | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service period (in years) | 18 months | ||||||||||
Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares exercised in period | $ 700,000 | $ 3,900,000 | $ 67,000,000 | ||||||||
Total grant-date fair value of stock options vested | 400,000 | 5,200,000 | 6,800,000 | ||||||||
Restricted stock units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Total grant-date fair value of stock options vested | $ 51,300,000 | $ 59,200,000 | $ 38,100,000 | ||||||||
Vesting period | 4 years | ||||||||||
Granted (in USD per share) | $ 11.77 | $ 23.53 | $ 50.83 | ||||||||
Unrecognized stock-based compensation expense | $ 53,200,000 | ||||||||||
Nonvested awards, period for recognition | 2 years 1 month 6 days | ||||||||||
Restricted stock units | Vesting monthly over one year | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 1 year | ||||||||||
Performance-based restricted stock units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service period (in years) | 4 years | ||||||||||
Total grant-date fair value of stock options vested | $ 4,800,000 | $ 13,000,000 | |||||||||
Granted (in USD per share) | $ 12.42 | $ 25.46 | $ 50.24 | ||||||||
Unrecognized stock-based compensation expense | $ 1,100,000 | ||||||||||
Nonvested awards, period for recognition | 1 year 6 months | ||||||||||
Percentage of other eligible employees | 42% | ||||||||||
Measurement period (in years) | 3 years | ||||||||||
Performance-based restricted stock units | Cliff vesting | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percent | 33.33% | ||||||||||
Performance-based restricted stock units | Vesting monthly over one year | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percent | 33.33% | ||||||||||
Performance-based restricted stock units | Share-Based Payment Arrangement, Tranche Three | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percent | 33.33% | ||||||||||
Performance-based restricted stock units | Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percent | 0% | ||||||||||
Employee stock purchase plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares authorized for grant (in shares) | 750,000 | ||||||||||
Percentage increase of the number of common stock shares (in percentage) | 1% | ||||||||||
Shares available for grant (in shares) | 1,470,158 | 557,649 | |||||||||
Total grant-date fair value of stock options vested | $ 3,600,000 | ||||||||||
Amount of shares to be increased by (in shares) | 750,000 | ||||||||||
Stock plan offering period | 6 months | ||||||||||
Maximum employee subscription rate (in percentage) | 15% | ||||||||||
Maximum purchase value during offering Period per employee | $ 25,000 | ||||||||||
Maximum purchased shares allowed (in shares) | 2,500 | ||||||||||
Purchase price of common stock (in percentage) | 85% | ||||||||||
Shares issued in period (in shares) | 419,680 | ||||||||||
Per share weighted average price of shares purchased (in USD per share) | $ 8.55 | ||||||||||
Restricted shares | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized stock-based compensation expense | $ 2,000,000 | ||||||||||
Restricted shares | Able Health, Inc. | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service period (in years) | 1 year | ||||||||||
Number of restricted shares issued (in shares) | 179,392 | ||||||||||
Restricted shares | Vitalware LLC | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service period (in years) | 1 year | ||||||||||
Vesting period | 1 year | ||||||||||
Vesting percent | 25% | ||||||||||
Number of restricted shares issued (in shares) | 203,997 | ||||||||||
Restricted shares | Twistle Inc | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of restricted shares issued (in shares) | 67,939 | ||||||||||
Acquisition date anniversary, release of shares | 18 months | ||||||||||
Restricted shares | KPI Ninja | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percent | 25% | ||||||||||
Number of restricted shares issued (in shares) | 356,919 | ||||||||||
Acquisition date anniversary, release of shares | 6 months | ||||||||||
Restricted shares | ARMUS Corporation | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service period (in years) | 18 months | ||||||||||
Nonvested awards, period for recognition | 1 year 3 months 18 days | ||||||||||
Number of restricted shares issued (in shares) | 235,330 | ||||||||||
Acquisition date anniversary, release of shares | 18 months | ||||||||||
Restricted shares | ERS | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service period (in years) | 18 months | ||||||||||
Number of restricted shares issued (in shares) | 175,901 | ||||||||||
Restricted shares | Vesting monthly over one year | Vitalware LLC | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percent | 75% | ||||||||||
Restricted shares | Minimum | Twistle Inc | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service period (in years) | 1 year | ||||||||||
Restricted shares | Maximum | Twistle Inc | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Service period (in years) | 18 months | ||||||||||
Stock Incentive Plan 2011 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares authorized for grant (in shares) | 2,756,607 | ||||||||||
Number of additional shares authorized (in shares) | 256,607 | ||||||||||
Percentage increase of the number of common stock shares (in percentage) | 5% | ||||||||||
Stock Incentive Plan 2019 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares authorized for grant (in shares) | 2,500,000 | 2,788,247 | |||||||||
Stock Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares authorized for grant (in shares) | 20,717,667 | 17,929,420 | 15,294,920 | ||||||||
Shares available for grant (in shares) | 3,831,444 | 2,479,622 | 2,969,638 |
Stock-Based Compensation - Effe
Stock-Based Compensation - Effect of Stock-based Compensation Expense on Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 55,756 | $ 72,104 | $ 65,145 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 9,235 | 10,288 | 10,110 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 20,982 | 28,082 | 22,698 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 11,213 | 12,938 | 10,213 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 14,326 | 20,796 | 22,124 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 60 | 2,722 | 5,276 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 45,108 | 54,760 | 40,345 |
Performance-based restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 1,304 | 5,209 | 10,944 |
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 1,731 | 1,623 | 1,511 |
Restricted shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 7,553 | $ 7,790 | $ 7,069 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Time-Based Option Shares | ||
Outstanding at beginning or period (in shares) | 1,748,306 | |
Options exercised (in shares) | (130,710) | |
Options cancelled/expired (in shares) | (221,144) | |
Outstanding at end of period (in shares) | 1,396,452 | 1,748,306 |
Vested and expected to vest (in shares) | 1,396,452 | |
Vested and exercisable (in shares) | 1,396,452 | |
Weighted Average Exercise Price | ||
Options outstanding, beginning balance, weighted-average exercise price, beginning balance (in USD per share) | $ 11.51 | |
Options exercised, weighted-average exercise price (in USD per share) | 7.27 | |
Options cancelled/expired , weighted-average exercise price, (in USD per share) | 12.78 | |
Options outstanding, ending balance, weighted-average exercise price, ending balance (in USD per share) | 11.70 | $ 11.51 |
Vested and expected to vest (in USD per share) | 11.70 | |
Vested and exercisable (in USD per share) | $ 11.70 | |
Weighted Average Remaining Contractual Life in Years | ||
Option shares outstanding, weighted average remaining contractual life | 4 years | 4 years 10 months 24 days |
Vested and expected to vest, weighted average remaining contractual life | 4 years | |
Vested and exercisable, weighted average remaining contractual life | 4 years | |
Aggregate Intrinsic Value | ||
Option shares outstanding, aggregate intrinsic value | $ 85,565 | $ 690,493 |
Option shares vested and expected to vest, aggregate intrinsic value | 85,565 | |
Option shares vested and exercisable, aggregate intrinsic value | $ 85,565 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) - Performance-based restricted stock units | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 61.70% |
Risk-free interest rate, minimum | 4.38% |
Risk-free interest rate, maximum | 5.01% |
Expected dividends | $ 0 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 1 year |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 3 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock units | |||
Restricted Stock Units | |||
Unvested and outstanding, beginning balance (in shares) | 3,292,943 | ||
Granted (in shares) | 2,557,521 | ||
Vested (in shares) | (1,992,587) | ||
Forfeited (in shares) | (746,293) | ||
Unvested and outstanding, ending balance (in shares) | 3,111,584 | 3,292,943 | |
Weighted Average Grant Date Fair Value | |||
Unvested and outstanding, beginning balance (in USD per share) | $ 29.71 | ||
Granted (in USD per share) | 11.77 | $ 23.53 | $ 50.83 |
Vested (in USD per share) | 25.77 | ||
Forfeited (in USD per share) | 22.72 | ||
Unvested and outstanding, ending balance (in USD per share) | $ 19.16 | $ 29.71 | |
Performance-based restricted stock units | |||
Restricted Stock Units | |||
Unvested and outstanding, beginning balance (in shares) | 534,380 | ||
Granted (in shares) | 226,071 | ||
Vested (in shares) | (192,093) | ||
Forfeited (in shares) | (379,825) | ||
Unvested and outstanding, ending balance (in shares) | 188,533 | 534,380 | |
Weighted Average Grant Date Fair Value | |||
Unvested and outstanding, beginning balance (in USD per share) | $ 25.45 | ||
Granted (in USD per share) | 12.42 | $ 25.46 | $ 50.24 |
Vested (in USD per share) | 25.24 | ||
Forfeited (in USD per share) | 23.98 | ||
Unvested and outstanding, ending balance (in USD per share) | $ 12.99 | $ 25.45 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of the Purchase Right for the ESPP Option Assumptions (Details) - Employee stock purchase plan - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 54.30% | 37.50% | 33.80% |
Expected volatility, maximum | 99.40% | 75.80% | 40.40% |
Expected term (in years) | 6 months | 6 months | 6 months |
Risk-free interest rate, minimum | 4.80% | 0.20% | |
Risk-free interest rate, maximum | 5.50% | 2.50% | |
Risk-free interest rate | 0.10% | ||
Expected dividends | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current taxes: | |||
Federal | $ 0 | $ 0 | $ 0 |
Foreign | 204 | 43 | 27 |
State | 144 | 200 | 209 |
Total current tax provision | 348 | 243 | 236 |
Deferred taxes: | |||
Federal | 8 | (3,723) | (5,975) |
Foreign | (1) | (1) | 0 |
State | 1 | (799) | (1,159) |
Total deferred provision (benefit) | 8 | (4,523) | (7,134) |
Total income tax provision (benefit) | $ 356 | $ (4,280) | $ (6,898) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Tax at U.S. statutory rates | 21% | 21% | 21% |
State income tax, net of federal tax effect | (0.10%) | 0.50% | 0.60% |
Federal research and development credits | 0% | (0.10%) | 2.40% |
Stock-based compensation | (7.00%) | (7.10%) | 6.10% |
Contingent consideration | 0% | 0.90% | (2.70%) |
Change in valuation allowance | (14.00%) | (11.70%) | (22.90%) |
Other, net | (0.20%) | (0.50%) | (0.20%) |
Effective income tax rate | (0.30%) | 3% | 4.30% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax provision (benefit) | $ 356 | $ (4,280) | $ (6,898) |
Deferred tax asset change in valuation allowance | 4,500 | 7,100 | |
Change in valuation allowance | 20,200 | $ 45,500 | |
Net operating loss carryforwards | 2,000 | ||
Research and Development Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 600 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 602,600 | ||
Federal | Research and Development Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 25,500 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 505,500 | ||
State | Research and Development Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | $ 10,900 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred income tax assets: | ||
Net operating loss carryforwards | $ 154,938 | $ 151,256 |
Research and development credits | 27,273 | 27,283 |
Code 174 capitalized research and development | 30,745 | 16,564 |
Operating lease liabilities | 5,345 | 5,453 |
Interest limitation carryforward | 3,167 | 6,204 |
Stock-based compensation | 1,653 | 3,363 |
Deferred revenue | 722 | 377 |
Property and equipment | 1,683 | 1,234 |
Intangible assets | 4,946 | 1,299 |
Accrued expenses | 1,968 | 542 |
Allowance for bad debt | 1,028 | 577 |
Other | 118 | 117 |
Total deferred income tax assets | 233,586 | 214,269 |
Valuation allowance | (226,267) | (206,022) |
Net deferred income tax assets | 7,319 | 8,247 |
Deferred income tax liabilities: | ||
Convertible debt | (33) | (27) |
Operating lease right-of-use assets | (3,493) | (4,183) |
Prepaid expenses | (2,470) | (3,034) |
Deferred commissions | (1,323) | (1,002) |
Indefinite-lived intangible assets | (73) | (65) |
Deferred contract costs | 0 | (1) |
Total deferred income tax liabilities | (7,392) | (8,312) |
Net deferred income tax liabilities | $ (73) | $ (65) |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unrecognized Tax Benefits | |||
Beginning balance | $ 6,821 | $ 6,848 | $ 5,578 |
Decrease in unrecognized tax benefits taken in prior years | (3) | (27) | (122) |
Increase in unrecognized tax benefits related to the current year | 0 | 0 | 1,392 |
Ending balance | $ 6,818 | $ 6,821 | $ 6,848 |
Contingencies (Details)
Contingencies (Details) $ in Millions | Jun. 15, 2023 USD ($) |
Settled Litigation | |
Loss Contingencies [Line Items] | |
Litigation settlement, amount | $ 18.8 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Product Information [Line Items] | |
Percentage of revenue recognized was included in deferred revenue (in percentage) | 18% |
Revenue remaining performance obligation amount | $ 264.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Product Information [Line Items] | |
Revenue remaining performance obligation (in percentage) | 65% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Product Information [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Technology and professional services | |
Product Information [Line Items] | |
Allowed termination period | 1 year |
Notice required for termination | 90 days |
Technology and professional services | Minimum | |
Product Information [Line Items] | |
Service contract term | 3 years |
Technology and professional services | Maximum | |
Product Information [Line Items] | |
Service contract term | 5 years |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | ||
Related Party Transaction [Line Items] | ||||
Accounts receivable, net | [1] | $ 60,290 | $ 47,970 | |
Deferred revenue | 55,800 | $ 57,600 | $ 55,100 | |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions | 8,100 | $ 900 | ||
Accounts receivable, net | 1,900 | |||
Deferred revenue | $ 100 | |||
[1]Includes amounts attributable to related party transactions. See Note 18 for further details |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, contributions | $ 5.7 | $ 4.9 | $ 3.8 |
Defined contribution plan employer matching contribution percent of match (in percentage) | 100% | 100% | |
Defined contribution plan employer matching contribution percent of employees' gross pay (in percentage) | 4% | 4% |
Segments - Narrative (Details)
Segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segments - Scheduled of Segment
Segments - Scheduled of Segment Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | [1] | $ 295,938 | $ 276,236 | $ 241,926 |
Technology | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 187,583 | 176,288 | 147,718 | |
Professional services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 108,355 | $ 99,948 | $ 94,208 | |
[1]Includes amounts attributable to related party transactions. See Note 18 for further details. |
Segments - Schedule of Segment
Segments - Schedule of Segment Adjusted Gross Profit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Less Adjusted Gross Profit reconciling items: | |||
Stock-based compensation | $ (55,756) | $ (72,104) | $ (65,145) |
Acquisition-related costs, net | (3,500) | (2,300) | (1,400) |
Less other reconciling items: | |||
Sales and marketing | (67,321) | (87,514) | (75,027) |
Research and development | (72,627) | (75,680) | (62,733) |
General and administrative | (76,559) | (61,701) | (85,934) |
Depreciation and amortization | (42,223) | (48,297) | (37,528) |
Interest and other income (expense), net | 9,106 | (1,678) | (16,458) |
Loss before income taxes | (117,791) | (141,683) | (160,108) |
Operating segments | |||
Adjusted Gross Profit: | |||
Gross profit | 144,060 | 145,849 | 127,870 |
Operating segments | Technology | |||
Adjusted Gross Profit: | |||
Gross profit | 127,744 | 122,284 | 102,326 |
Operating segments | Professional services | |||
Adjusted Gross Profit: | |||
Gross profit | 16,316 | 23,565 | 25,544 |
Segment reconciling items | |||
Less Adjusted Gross Profit reconciling items: | |||
Stock-based compensation | (9,235) | (10,288) | (10,110) |
Acquisition-related costs, net | (664) | (1,006) | (188) |
Restructuring costs | (2,328) | (1,368) | 0 |
Less other reconciling items: | |||
Sales and marketing | (67,321) | (87,514) | (75,027) |
Research and development | (72,627) | (75,680) | (62,733) |
General and administrative | (76,559) | (61,701) | (85,934) |
Depreciation and amortization | (42,223) | (48,297) | (37,528) |
Interest and other income (expense), net | $ 9,106 | $ (1,678) | $ (16,458) |